The effect of chloride cell proliferation on the respiratory function was evaluated by measuring oxygen consumption (VO2) and ventilatory parameters during normoxia and gradual hypoxia in the tropical fish Hoplias malabaricus. Chloride cell proliferation was induced by keeping fish in deionized water, and the effect on the respiratory function was measured on the 1st, 2nd, and 7th day in this water using a flow-through respirometry system. Plasma osmolarity and the partial pressure of arterial oxygen (PaO2) and carbon dioxide (PaCO2) were measured under conditions of normoxia and severe hypoxia. Chloride cell proliferation on the lamellae significantly increased the water-blood diffusion distance on the 2nd and 7th day in deionized water. VO2 was kept constant until the critical oxygen pressure (PcO2) of 21.6+/-0.9 mmHg in both the control and deionized water fish was reached. The ventilatory parameters were higher in deionized water fish in normoxia, and increased during hypoxia, matching decreases in the water's partial O2 pressure. Impairment of the respiratory function was evidenced by the decrease of PaO2 of deionized water fish in normoxic condition. However, despite the changes in the epithelial morphology of gills in fish kept in deionized water, H. malabaricus proved be a hypoxic-tolerant tropical species.