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The presence of the toxic cyanobacterium Microcystis in the upper San Francisco Estuary (SFE) since 1999 is a potential but to date an unquantified threat to the health and survival of aquatic organisms, such as fish and zooplankton. The microcystins (MCs) predominantly in the LR-form (MC-LR) contained in Microcystis is hepatotoxic and a potential threat to the fishery. This study was conducted to determine the effects of dietary exposure of the endemic Sacramento splittail, Pogonichthys macrolepidotus in SFE to Microcystis and its toxin, MC-LR. Juvenile splittail (12.59 ± 0.7 g fish(-1)) were exposed to five diets for 28 d with MC-LR obtained from: (1) Microcystis harvested from the SFE and (2) a synthetic purified form of MC-LR. Three of the test diets contained 3.55 (D5), 9.14 (D10) and 17.13 (D20)mg MC-LR kg(-1) from Microcystis. The other two diets contained either purified MC-LR at 3.89 mg MC-LR kg(-1) (D5R) or no MC-LR (D0). The RNA/DNA ratio of fish muscle was significantly lower for all treatments fed test diets containing MC-LR compared to the control diet D0, suggesting Microcystis adversely affected nutritional status. Protein phosphatase 2A expression in the fish from the D5, D10 and D20 treatments were inversely affected by increasing concentrations of MC-LR. Cytoplasmic inclusion bodies and single cell necrosis were more prevalent and greater in severity in the fish exposed to the diets D10 and D20 compared to fish from the D0 treatment and indicate severe liver toxicity in splittail exposed to MC-LR. The sublethal effects on splittail characterized by this study suggest cyanobacterial blooms have the potential to affect splittail nutritional status and health in SFE., (Copyright © 2011 Elsevier B.V. All rights reserved.)