SynopsisThe question of how (and why) the ureosmotic strategy, characteristic of Latimeria chalumnae and the chondrichthians evolved is addressed. There are three requirements for ureosmotic regulation: urea synthesis via the ornithine-urea cycle, urea tolerance involving biochemical and physiological adjustments, and urea retention that requires renal, branchial, metabolic and reproductive adaptations. Several examples of lower vertebrates in which urea plays a physiological role are considered to see whether they might provide insight into the origin of ureosmotic regulation. The guppy shows high urea synthesis and retention during embryonic development, and it is possible that a developmental role of urea is a general phenomenon in fishes. The toadfish, thought to be an enigma with high urea synthesis in the absence of an obvious physiological role of urea, is ureotelic under some conditions. Its urea excretion is likely related to renal function and/or parental care. In lungfish high ureogenesis is associated with estivation in periodically dry habitats. The resultant hyperuremia prevents ammonia toxicity, inhibits water loss and may repress metabolism. Latimeria is a classic marine ureosmotic regulator in which urea is used as an osmolyte that allows osmotic equilibrium with sea water while maintaining low ion levels. Adults of the frog, Rana cancrivora, are also ureosmotic regulators in brackish water. A scenario is proposed that suggests how ureosmotic regulation could have evolved in Latimeria and other fishes. The ornithine-urea cycle (composed of an arginine synthetic pathway and a second pathway that splits arginine into urea) occurred in fossil anadromous agnathans. Here the first pathway functioned in the ammocoete-like larvae for the generation of arginine to supplement a protein-deficient diet of algae, whereas the arginase pathway was important in the embryo for vitellin catabolism. Gnathostome evolution was associated with trends towards large eggs and prolonged development, requiring a complete ornithine-urea cycle for ammonia detoxification in embryos. Retention of a complete ornithine-urea cycle throughout adult life (via paedomorphosis) would preadapt any relatively large, sluggish, euryhaline fish for ureosmotic regulation when it was exposed to sea water. It is suggested that ureosmotic regulators evolved from freshwater or anadromous ancestors that entered the marine habitat. Once early ureosmotic regulators were established in the sea there would have been strong selection for internal fertilization and development, as is seen in Latimeria and many elasmobranchs. It is suggested that ureosmotic regulation was a common strategy in Paleozoic marine gnathostomes.