We have cloned a homologue of mammalian aquaporin-3 (AQP3) from gills of Mozambique tilapia using a reverse transcription-polymerase chain reaction (RT-PCR). The deduced amino acid sequence shared 64-75% homology with other vertebrate AQP3 homologues. RT-PCR revealed that tilapia AQP3 was expressed in the brain, pituitary, kidney, spleen, intestine, skin, eye and gill in tilapia adapted to freshwater (FW) and seawater (SW). We also examined functional characteristics of tilapia AQP3 using Xenopus oocytes as an in vitro transcribed cRNA expression system. Osmotic water permeability (Pf) of Xenopus oocytes expressing tilapia AQP3 was about 30-fold higher than that of control oocytes, and was 80% inhibited by treatment with 0.3·mmol·l -1 HgCl 2 . Lightmicroscopic immunocytochemistry of branchial epithelia revealed that tilapia AQP3 was expressed in gill chloride cells of FW-and SW-adapted tilapia. Electronmicroscopic immunocytochemistry further demonstrated that tilapia AQP3 was localized in the basolateral membrane of gill chloride cells. Basolateral localization of AQP3 in gill chloride cells suggests that AQP3 is involved in regulatory volume changes and osmoreception, which could trigger functional differentiation of chloride cells.