Loripes lucinalis is a littoral bivalve which has already been confirmed to harbour endo-cellular sulfur-oxidizing bacteria within its gills. Examination of the digestive gland of L. lucinalis collected from the Moulin Blanc Beach in the Bay of Brest (Brittany, France) revealed the existence of an additional association involving a Chlamydia-like organism. Three different forms of Chlamydia-like bacteria were observed: reticulate rod-shaped cells, electron-dense cells and enlarged cells. The reticulate rod-shaped cells and the electron-dense bodies are thought to represent the germinal initial body and infectious form of the bacteria, respectively. The enlarged cells were always associated with what are believed to be spherical or icosahedral phages. Initial infestation seems to occur by phagocytosis at the apical pole of the digestive cells of the tubule and duct epithelia. Within the host cell, the bacteria undergo binary fission and budding, forming an inclusion which gradually fills up the cell. Inclusions are generally between 15 and 30 μm in size, and > 85% of all individuals examined possessed inclusion bodies. The level of infestation varied between individuals, some being heavily colonized, but did not seem to be related to season. Histological and ultrastructural observations suggest that, once developed, the colony has three possible fates: (1) the cells will degenerate due to phage infection; (2) colony overcrowding will occur, causing the development of electron-dense bodies that will be released into the lumen; (3) the entire membrane-bound inclusion will be released into the lumen and subsequently into the pallial cavity. Inclusions within the pallial cavity may be ingested by the host or may even be phagocytized by bacteriocyte cells of the gill. It is proposed that this association could be a form of symbiosis and that L. lucinalis may, therefore, be a rare example of an organism adapted to harbour two very different symbioses.