The study was designed to investigate the influence of water pollution on gill apparatus. Specimens of Nile tilapia were collected from a polluted site in the São Paulo metropolitan area (Billings reservoir) and from a "clean" area. Fish from the polluted site showed a chronic inflammatory process in the distal region of the gill filaments, with epithelial hyperplasia. The raker length was increased and hypersecretion occurred, with a considerable volume of alcian blue-positive mucin on the epithelium of the rakers and a smaller volume of periodic acid-Schiff-positive mucin on the epithelial surface of the filaments. The rigidity of mucus in fish from the polluted site was increased, but no abnormalities in the viscosity to elasticity ratio or in mucus "wettability" were observed.