Measurements of gill dimensions were carried out on two ecologically distinct active rheophilic teleost species, the curvina Plagioscion squamosissimus and the curimbatáProchilodus scrofa, and were analysed in relation to body mass according to the equation Y=aWb. The gill respiratory areas of P. squamosissimus and P. scrofa were large as expected for active fish and increased with increasing body mass (b=0.70 and 0.72, respectively) showing no significant difference between them. However, the large respiratory area of both species was realized in a different way revealing an adaptation to the plasticity of head components related to feeding habits. Consequently, significant differences were found between the number and average length of gill filaments and the bilateral area of secondary lamellae. The respiratory area of P. scrofa was due mainly to larger bilateral surface area of the secondary lamellae and its growth coefficient (b=0.51) that was significantly higher (P<0.05) than that found for P. squamosissimus (b= 0.36). The frequency of secondary lamellae mm−1 of filament was similar in both species (22 ± 2 on one side of gill filament). The dimensions of gill components and the respiratory area of these species suggest a complex interaction between head form, and feeding habits related to the functional morphology of the gills to meet the oxygen requirements of each species.