The behavior of the acquisition of mating territories in the wrasse, Thalassoma lutescens, was studied on a shallow reef at Kuchierabu-jima Island, southern Japan. Large TP males, which foraged on the inshore area, set up temporary mating territories on the offshore reef in the late morning, and pair-spawned with females, which migrated there from the inshore area in early afternoon. Large TP males occupied mating territories, which enable to successfully mate, by intruding. Some small TP males remained foraging in the offshore spawning area and set up mating territories around the large TP male mating territories in the spawning period, but were unable to successfully mate. When a large TP male was excluded artificially, one of these small TP males occupied that large TP male mating territory. Some IP individuals, apparently after changing sex, remained foraging in the offshore spawning area and visited large TP male mating territories in the same way as females did in the spawning period. It is suggested that the small TP males and sex-changing individuals, by remainning in the spawning area all day, help in the acquisition of mating territories in the absence of former territorial owners.