Fresh or thawed Perreyia flavipes larvae were ground and mixed with water and orally ad ministered to sheep. At 5mg/kg, neither clinical nor enzymatic changes were observed. Unique do ses of 7.5 and 10mg/kg induced characteristic clinical signs of Perreyia sp. larvae poisoning, increased GGT and AST values, and decreased glycemic curves. However, doses of 5, 10, and 15mg/kg repeated at 30 or 15 days intervals caused no disease and mild disease followed by death, respectively. These fin dings indicate that these animals probably developed some degree of tolerance to the toxins in P. flavipes larvae. Ultrastru ctural examination of liver revealed proliferation of the smooth endoplasmic reticulum in the hepatocytes, which may be associated with an increased ability to metabolize toxins and could consequently lead to the tolerance observed in the present study. Further investigations may elucidate whether such tolerance effects could be applied as a control measure for P. flavipes poioning or other hepatotoxic diseases. In addition, clinicopathological findings were discussed.