Groups of 12 fathead minnows were exposed for 129 days to Lake Superior water acidified (pH 5.0, 5.5, 6.0 or 6.5) with reagent grade H2SO4 by means of a multichannel toxicant system for flow-through bioassays. Untreated water (pH 7.5) had the following properties: hardness 45.3 ± 0.3 (95% confidence interval) mg/1 as CaCO3; alkalinity 42.6 ± 0.2 mg/1; Cl- 0.03 meq/1; Na+ 0.05 meq/1; K+ 0.01 meq/1; Ca2+ 0.68 meq/1; Mg2+ 0.26 meq/1; dissolved O2 5.8 ± 0.3 mg/1; free CO2 3.2 ± 0.4 mg/1; T= 24.3 ± 0.1°C. The 1st, 2nd and 3rd gills were subsequently processed for LM (methacrylate), TEM and SEM respectively.Three changes involving chloride cells were correlated with increasing acidity: 1) the appearance of apical pits (figs. 2,5 as compared to figs. 1, 3,4) in chloride cells (about 22% of the chloride cells had pits at pH 5.0); 2) increases in their numbers and 3) increases in the % of these cells in the epithelium of the secondary lamellae.