Rodlet cell ultrastructure was studied in normal and cadmium-damaged kidney tissues of the spot Leiostomus xanthurus, an estuarine teleost. Rodlet cells in control fish occurred in all parts ofthe nephron except the tenal cotpuscle, were oblong to pear-shaped (about 5xl0 trtm), and contained up to 30 rodlet bodies, a basally situated nucleus, poorly developed mitochondria, and a filamentous cortex. Desmosomes Rodlet bodies, which were membrane-bound, club-shaped granules, were secreted by a merocrine process, apparently aided by contraction of the fllamentous cortex. New rodlet bodies were assembled in the Golgi apparatus. Mitochondria hypertrophied and developed well-defined cristae. The ultrastructural organization of the rodlet cells in this study and their responses to stimuli suggest that these are tissue or host cells rather than parasites as proposed by some authors. Further studies, however, are needed to conffum the nature of these cells.