A morphological basis for osmoregulation in the teleosts was studied by comparing the fine structure of chloride cells found in epithelia of the gills of three species of fish: Fundulus heteroclitus which can survive in a wide range of salinities, and F. similis and F. chrysotus which are usually restricted to salt water and fresh water environments, respectively. Gills were removed from F. heteroclitus which had been laboratory adapted to either sea water or pond water. For a comparison, gills were also removed from the marine F. similis and the fresh water F. chrysotus which had been adapted to their natural environments. Gill-filaments were fixed in Millonig's phosphate buffered (pH 7.4), 1 per cent osmium tetroxide and were embedded in Epon. Thin sections of filaments were stained with lead hydroxide. The cytoplasm of chloride cells of all three species of Fundulus is heavily populated with mitochondria and is filled with tubules of the agranular endoplasmic reticulum (ER). An orderly secretory cycle was indicated for chloride cells of salt water adapted F. heteroclitus and the marine F. similis. An amorphous material is observed in the agranular ER. Its density increases towards the apical end of the cell. In the apical cytoplasm, tubules of the agranular ER appear to converge and to discharge the amorphous material into an apical cavity. Except for the actual opening of the apical cavity, the distal end of salt water adapted chloride cells is characteristically shielded from the hypertonic environment by thin cytoplasmic flanges projecting from the neighboring epithelial cells. Chloride cells of the fresh water F. chrysotus resemble chloride cells of pond water adapted F. heteroclitus, in that these cells do not have apical cavities with the functional appearance of those in the sea water adapted forms. The distal end of fresh water adapted chloride cells is typically exposed to the free surface of the gill-filament. The possible function of the cell type is discussed.

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