Abstract: The metabolic organization of liver and muscle of the landlocked sea lamprey, Petromyzon marinus, during the spring spawning migration was assessed by measuring activities of key enzymes for several metabolic pathways, the oxidative properties of mitochondria, and plasma concentrations of nonesterified fatty acids (NEFAs) and free amino acids. These determinations indicate that several metabolic sources are used to fuel the energy requirements of muscle. Lamprey muscle has a high capacity to oxidize lipids but the plasma NEFAs are lower than those reported for other species. Of the NEFAs measured in plasma, 18:0 was prominent, accounting for 23% of the total NEFA content of the plasma. High plasma concentrations of ketogenic amino acids and high levels of tissue ketogenic/ketolytic enzyme activities indicate that ketone bodies may also be a major fuel source for migrating sea lampreys. Based on mitochondrial oxidation and enzyme measurements, glutamine catabolism in somatic muscle of lampreys is less important than in other fish red muscle.