T-2 toxin (T-2), one of the naturally occurring mycotoxins, often accumulates in aquatic animals from contaminated feed. Shrimp (n = 30 per group) were fed with different concentrations (0, 0.5, 1.5, 4.5 and 13.5 mg kg) of T-2 for 20 days. Changes in histopathology, fatty acid and water distribution of shrimp muscle were analyzed. Histopathology of shrimp muscle showed dose-dependent marked degenerative and necrotic changes on exposure to dietary T-2. The T-2 significantly (P < 0.05) affected the muscle fatty acid composition. ∑SFA, ∑MUFA and ∑PUFA initially decreased and then increased slowly in the high-dosed groups. C16:0, C18:1n-9 and C18:2n-6 were the main saturated fatty acid (SFA), monounsaturated fatty acid (MUFA) and polyunsaturated fatty acid (PUFA), respectively. Also, T-2 significantly affected water distribution in shrimp muscle. High doses of T-2 reduced free water content, resulting in a reduction in the water holding capacity and hence changes to the shrimp muscle quality. Collectively, these results illustrated that T-2 significantly affects the fatty acid and water distribution, and also muscle histopathology, all of which would result in a reduction in the quality and nutritional value of shrimp.