Morphological changes in the chloride cells (CCs) in the yolk-sac membrane of euryhaline tilapia (Oreochromis mossambicus) embryos and larvae were examined in relation to environmental salinity. Half of a brood of embryos spawned in fresh water (FW) were transferred directly to seawater (SW) 1 day before hatching; the other half was maintained in FW. The embryos and larvae in both FW and SW contained a rich population of CCs in the yolk-sac membrane; the CCs were visualized by whole-mount immunocytochemistry with an antiserum specific for Na+,K+-ATPase. The sectional areas of CCs increased markedly following SW transfer, whereas they remained small in the embryos and larvae maintained in FW. Scanning electron microscopy showed that the apical opening of CCs was enlarged in the fish transferred to SW. Transmission electron microscopy revealed enhanced cellular activity in SW, as evidenced by well-developed mitochondria and tubular systems. The CCs in SW frequently formed a multicellular complex, consisting of a main CC and one or two accessory cells. Accessory cells interdigitated with the main cells and extended their cytoplasmic processes to the apex of the main cell. The three-dimensional arrangement of the cells participating in the complex was identified by confocal laser scanning microscopy. Such complexes were rarely observed in FW fish. The activated CCs in the yolk-sac membrane in the SW fish probably function as ion-extruding sites during embryonic and larval stages until gill CCs become functional.