Fingerling trout ( Salmo gairdneri) were exposed to chromate at pH 6.5 to induce hyperplasia of the gill epithelium. Morphological and ultrastructural data indicate that the hyperplastic reaction starts locally in the primary and the secondary epithelium. Upon prolonged exposure to chromate, hyperplastic cells fill all interlamellar spaces and cover a number of clustered primary lamellae. The hyperplasia seems to result from direct chromate damage to the mucosal epithelium, triggering increased mitotic activity in underlying cells. Simultaneously, some of the newly formed epithelial cells differentiate into chloride and mucus cells. The balance between cell death and mitosis determines the degree of hyperplasia. Upon termination of the exposure to chromate, the hyperplasia disappears in gills of those fish that survive the respiratory and osmoregulatory dysfunction caused by the malformation of the gill lamellae.