The present study investigated the accumulation of copper in various tissues and ultrastructural alterations in butterfish, Poronotus triacanthus. In acute toxicity test, butterfish were exposed to 250 g/L copper for 24 h. In subacute toxicity test, fish were exposed to 25 g/L copper for 7 days and then returned to normal water for 48 h. The levels of copper accumulation in the tissues were determined by using an atomic absorption spectrometer. After the 7 day exposure, the highest level of copper was found in the liver, followed by kidney, gills, and muscle tissues (3.64, 0.62, 0.59, and 0.34 g/L, respectively). The recovery group has shown some reduction in copper level in these tissues when compared with those of the 7 day exposure group (3.09, 0.34, 0.30, and 0.27 g/L, respectively). In gills, the major changes such as filament cell proliferation, increase in intercellular spaces, epithelial lifting, and thickening of the filament and lamellar epithelium were observed. In liver, the major changes such as swollen mitochondria, fragmented in rough endoplasmic reticulum, increases in number and size of lysosomes and lipid droplets. Infiltration of leukocytes, increasing hepatocyte size with pyknotic nuclei, and presence of vacuoles were also observed. In kidney, the changes included alterations of the first proximal tubules, as well as vacuolization of the cytoplasm, proliferation of lysosomes and mitochondria, dilation of endoplasmic reticulum, and finally, cell necrosis. The transmission electron microscopic analysis revealed that the 7 day exposure group had more severe effect in tissue alterations than the 24 h exposure group. Tissue regeneration was also observed in the 48 h recovery group. # 2007 Wiley Periodicals, Inc. Environ Toxicol 22: 92-100, 2007.