Ultrastructural changes of chloride cells in the gill from seawater-adapted killifish (Orizias latipes) were studied with a transmission electronmicroscope. Chloride cells contain many mitochondria and specifically developed tubular systems. Apical pits, formed by several neighboring chloride cells, were exposed to the environment. Degeneration and death of the chloride cells by apoptosis occurred more frequently than by necrosis. Apoptotic chloride cells shrank, became to apoptotic bodies, and eventually were phagocytosed and digested by the microphages around them. We conclude that apoptosis plays an important role in increased cellular turnover of chloride cells for the osmoregulation caused by changes in salinity of the environment.