This investigation was carried out to determine the nature of the microbial flora shifts in dover sole as a result of irradiation and storage at 6 C. The relationship was determined between the microorganisms which initially survive irradiation and those making up the final spoilage flora. A total of 2,723 isolates were examined by use of the replica-plating and computer analysis method. The spoilage of the unirradiated control samples during storage at 6 C was almost entirely due to the growth of Pseudomonas. This group, which occupied 25% of the fresh flora, grew to nearly 100% in 2 days of storage. In contrast, irradiation doses of 0.1, 0.2, 0.3, and 0.4 Mrad favored the growth of Achromobacter and yeasts. The Micrococcus, which survived radiation, did not grow at 6 C. At 0.5 Mrad, spoilage of fish samples was due entirely to the growth of yeasts.