Morphological and cytological alterations at the light microscope (LM) and transmission electron microscope (TEM) levels were observed in the thymus, spleen, head-kidney, and liver of cardinal fishes (Apogonidae, Teleostei) from the Gulf of Aqaba, Red Sea, sampled from a strongly polluted site at the northern end of the gulf, and compared to similar samples from a clean, reference site. At the polluted site, the most prominent change was the formation of numerous deposits of cells rich in phagosomes with lipofucin, melanin granules, and phagocytosed debris, including a high increase in number and dimensions of Hassall's corpuscles and melano-macrophage centers. The number of Hassall's corpuscles was 20 (+/-8.0)/mm(2) and of melano-macrophage centers 18 (+/-4.0)/mm(2) at the polluted site, and 7.0 (+/-4.0)/m(2) vs. 5.0 (+/-2.0)/mm(2) respectively at the reference site. In numerous instances the head kidney's melano-macrophage centers in fishes from the polluted site were encapsulated by reticulocytes, a phenomenon recognized as a marker of neoplasmosis and possible malignancy. In the spleens of fishes from the polluted site, numerous deposits of cell debris, peroxisomes, and enlarged lysosomes were also observed. The livers (hepatopancreas) of fishes from polluted waters demonstrated very strong hyperlipogeny. Many of their hepatocytes were laden with lipid vesicles, fragmented endoplasmic reticulula, and aberrant mitochondria. Although the observed alterations in the glands and liver do not indicate any immediate threat to the life of the fish, they can become crucial with respect to energy turnover and fecundity trajectories. This study strongly suggests the use of cytological alterations in vital organs, such as were observed, as pathological biomarkers to environmental stress.