Cockles Cerastoderma edule were fed two different concentrations of two diets with different qualities which were achieved by mixing different proportions of ashed silt particles with cells of the microalgae Tetraselmis suecica. After 3 days (acute response) and 11 days (acclimated response) of exposure to the diets, we analysed the digestive activity of the digestive gland using cyto-histological and enzymatic techniques. We measured (i) the volumetric fraction of digestive and basophilic cells in digestive tubules, (ii) the diverticular radius and the thickness of digestive epithelia, (iii) the stereological parameters characterizing the lysosomal system and, (iv) dry weight, soluble protein content and specific and total amylase, cellulase, laminarinase, and protease activities of the digestive gland. In the conditions of the present study, specific cellulase and laminarinase activities in the digestive gland of cockles were correlated with the volumetric fraction of basophilic cells (r=0.672 and 0.642, respectively), whereas the specific protease was highly correlated (r=0.866) with lysosomal volume density. The implications of these correlations are discussed in relation to the feeding and absorptive parameters reported in the preceding publication. In the acute response, adjustments of the synthesis of constituents of the lysosomal/proteolytic system of the digestive cells seemed to be the only mechanism operating at the digestive level to respond to the changes in food availability. Lysosomal volume density increased with rising ingestion rate of organic matter, however, the occurrence of a limit in this short-term tissular response would account for the recorded trade-off between absorption efficiency and ingestion rate with different food qualities. With regard to acclimation, food quality determined the nature of the response of the digestive gland. With low quality diets, a time-dependent capability of the digestive gland for intensifying lysosomal/proteolytic production explains the increase of food absorption rates that result from higher filtration and ingestion rates. With high quality food, digestive acclimation differed with food particle concentration: with low rations, in spite of constant morphometrical and stereological parameters, the significant changes in the absorptive balance of biochemical components suggests the existence of an increased production of lysosomes that promotes an accelerated turn-over rate of the digestive epithelia. With high food concentrations, this response was coupled with increased activities of cellulase and laminarinase enzymes, probably as a consequence of higher rates of enzyme secretions from basophilic cells.