The gel forming behavior of red hake (Urophycis chuss) surimi with and without starch and its relationship to the structure of the gel matrix were studied. For surimi gels without starch, a combination of preheat- setting at 40 C and cooking at 90 C resulted in significantly greater gel strength than cooking alone. However, preheat - setting of gels containing wheat or potato starch had no significant effect on gel strength demonstrating an opposite trend in gel strength due to the differences in swelling power, water holding ability and gelatinization temperature between potato and wheat starches. This difference in gel forming behavior due to the sources of starch and heat- setting prior to cooking correlated with changes in the structure of the matrix as evidenced by the results of image analysis. An examination of the microstructure of the gel matrix by light and electron microscopy showed that the structural differences may be due to the different protein matrix density as reflected in the increased gel strength