Foraging behavior and diet of Chromis margaritifer and Pomaceritrus coelestis were investigated on shallow reef habitats at Kuchierabu Island (30° 28' N, 130° 12' E), southern Japan, from July to November 1988. Observations of feeding behavior of both species showed major utilization of planktonic prey; more than 70% of the foraging (C. margaritifer, 99%; P. coelestis, 78%) was particulate-feeding in the water column and the other was browsing on the substratum. Differences in foraging between the two species were conspicuous in frequency of browsing and P. coelestis were often seen browsing. On the basis of stomach content analysis, both species preyed mainly on planktonic copepods and benthic algae, and in particular, algae were relatively more important to P. coelestis. In addition, C. margaritifer tended to prefer relatively larger planktonic copepods. A shift from particulate-feeding to browsing showed a difference in accordance with the intensity and activity of particulate-feeding for P. coelestis; a shift to browsing following inactive particulate-feeding was frequently observed. Number of bites in browsing for P. coelestis was much more in bouts of browsing following inactive particulate-feeding than in bouts of browsing following active particulate-feeding. In a feeding experiment using a small acrylic tank, both species exhibited no feeding on floating benthic algae collected in the field. Feeding pattern of both species were discussed in relation to short-term fluctuations in density of prey-sized zooplankters.