Oral submucous fibrosis (OSMF) is prevalent in the Indian subcontinent. In a large number of patients conductive deafness due to eustachian tube dysfunction has been found. The present study was, therefore, planned to assess the histopathological changes in palatal and paratubal muscles in oral submucous fibrosis. Incisional biopsy from the soft palate was taken in clinically proven cases of OSMF. In most of the cases, signs of chronic inflammation and fibrosis were seen in the submucosa. Dysplasia was noticed in seven (13.2 per cent) patients. Degenerative changes in palatal/paratubal muscles were found in the form of loss of cross striations in seven (13.2 per cent), oedematous muscle fibres in five (9.4 per cent) and atrophy in five (9.4 per cent) cases. It was concluded that there was definite involvement of palatal and paratubal muscles in OSMF. This could explain the eustachian tube dysfunction in these patients.