A histological analysis was conducted on the gills of 15 Piaractus mesopotamicus and 19 Prochilodus lineatus specimens collected between April and November 2004 from the Aquidauana River, State of Mato Grosso do Sul, Central-West Brazil, to describe the anatomopathological characteristics of the gills of these freshwater fish. Gill samples were fixated in 10% buffered formalin and processed following histological routine procedures. The histological examination of the gills of P. mesopotamicus revealed intralamellar monogenean and mixosporean cysts of Henneguya piaractus at several developmental stages over the entire (basal, median and distal) lamella. Intraepithelial cysts caused lamella dilation and deformity of adjacent lamellae. In P. lineatus gills, monogenean cysts were detected. In both host species, hyperplasia of the gill epithelium and structural disorganization of secondary lamellae was seen diffusely in the gills, leading to fused lamellae in the gills. In few cases, there was found mononuclear inflammatory cells and hemorrhagic focal points distally in the lamellae.