The proximate biochemical composition and metabolic rates of ctenophores Mnemiopsis leidyi and Beroe ovata from the Black Sea were examined with respect to starvation conditions. Although organic matter content in B. ovata was two times higher than that of M. leidyi (2.51 ±0.53 and 1.14 ±0.17 mg g-1 of wet weight, respectively), these species did not significantly differ in their biochemical composition. In both species protein formed about 80% of the total organic matter, lipids amounted to about 10%. Carbohydrate and amino acids measured separately made up less than 6.5% of the total organic matter. Under experimental starvation (18 days at 16—18°C for B. ovata and 8 days at 12.4°C for M. leidyi), wet weights of both ctenophore species were reduced by 9.4% and 9.3% d-1, respectively. The rate of organic matter decrease was nearly two times lower than that of wet weight being on average 5.9% d-1 in M. leidyi and 5.5% d-1 in B. ovata. There was no trend in percentage of the four major biochemical categories with starvation time. The glycogen content in polysaccharides reached maximum values in freshly collected ctenophores (76.0 ±7.9% in B. ovata, and 86.6% in M. leidyi), but it was reduced substantially (34.4 ±2.7% in B. ovata and 18.3—28.8% in M. leidyi) with starvation. Monosaccharide content, expressed as a percentage of total carbohydrate, decreased from 39.9% to 13.5% in B. ovata, and from 45.8% to 14.3—23.2% in M. leidyi. The relationship between respiration rate (R) and wet weight (W) of individuals during the starvation can be expressed by power function R = R1 Wk (r2=0.85—0.94; P>0.001) for both ctenophore species. On average, k values were 0.95 and 0.83 in B. ovata and in M. leidyi, respectively. By the end of the starvation, metabolic rate per unit wet weight decreased by 33% in B. ovata and 46% in M. leidyi. Organic matter utilization was almost totally explained by respiration of ctenophores in the experiments and exceeded metabolic requirements of studied species by 11% and 15%, correspondingly. As compared with Mnemiopsis, Beroe has better tolerance to starvation which explains to some extent the success of the species survival during prolonged periods of food shortage in the Black Sea conditions.