Equilateral venus, Gomphina veneriformis exposed to tribultyltin chloride (TBTCl) for 36 weeks was showed ultrastructural changes of the mantle. The fine mantle had 4-folds and its epidermal layer consisted of simple columnar epithelial cells and ciliated cells and secretory cells. Inner and outer epidermal layer covered connective tissue. The mantle exposed to TBTCl at 12 weeks was decreased cilia in the inner epidermal layer, and observed extension of the hemolymph sinus and destruction of the septum. At 20 weeks, it revealed vacuole formation and pycnosis in the cytoplasm, and scattered muscular fiber. After 28 weeks of exposure, the mantle revealed partially degenerative changes in the epidermal layer. In the ciliated cells, basal body was isolated from the cilia and rootlet complex and basal foot were scattered. The sarcolemma had debris fiber. At 36 weeks, it observed degenerative cells that it revealed disappearance of the cilia, atrophic nucleus, poorly membrane and destruction of the cresternae in the mitochondria, and increasing heterophagosome. The outer epithelial cell had necrotic nuclus, numeous lysosome and disappearance of the microvilli. Therefore, results of this study suggested that chronical TBTCl exposure in the Gomphina veneriformis induced the disorders of shell growth and physiological function with histopathological changes of the mantle.