Procedures for the preparation and culture of branchial epithelia from dispersed gill cells of freshwater tilapia (Oreochromis niloticus) are described. Epithelia were cultured on permeable supports (terephthalate membranes, "filters") and bathed on both the apical and basolateral side with isotonic media containing 6% fetal bovine serum (FBS). When the apical medium was replaced with freshwater (pseudo in vivo asymmetrical culture conditions), transepithelial resistance (TER) increased markedly, transepithelial potential became negative, and paracellular permeability decreased. The physiological effects of cortisol and 10% homologous (tilapia) serum were investigated. Tilapia serum (TS) was prepared from unstressed and stressed fish and therefore allowed comparison between the effects of homologous serum derived from fish in differing physiological states. Under both symmetrical and asymmetrical culture conditions, cortisol significantly elevated TER across cultured tilapia gill epithelia, indicative of a significant increase in epithelial "tightness." Cortisol reduced transepithelial Na + and Cl? movement and paracellular permeability. The glucocorticoid agonist dexamethasone elicited a similar response, which was inhibited by the glucocorticoid antagonist (receptor blocker) RU486. Cortisol did not stimulate active ion transport across epithelia under either symmetrical or asymmetrical culture conditions. In epithelia supplemented with TS from stressed fish, physiological changes in cultured preparations were consistent with those observed in FBS + cortisol-supplemented epithelia. Differences between the physiological status of epithelia supplemented with TS from unstressed and stressed fish could be abolished with RU486. Using TS as a medium supplement did not stimulate active ion transport under asymmetrical culture conditions, although Na +-K +-ATPase activity increased in TS-supplemented epithelia relative to FBS-supplemented preparations.