Banded killifish, Fundulus diaphanus (LeSueur), acclimated to 25/sup 0/C were subjected to upper lethal temperatures using a 10,000 min bioassay procedure. The incipient upper lethal temperature (LT/sub 50/) was about 34.5/sup 0/C. Histologic examination of heat-treated fish revealed no obvious injury to the heart, spleen, trunk musculature, eye, naris, integument, or digestive tract. Thermal stress induced progressive injury to the gills characterized by subepithelial edema, congestion of lamellar capillaries, and delamination of the respiratory epithelium from the pillar cell system. Areas of necrosis were observed in the lobus inferior of the hypothalamus and in the medulla oblongata. The pseudobranch epithelium was necrotic. Fatty change occurred in the liver. Acinar cells of the pancreas appeared autolytic and adjacent blood vessels damaged. Degenerative tubular changes and contracted glomerular tufts were noted in the kidney. The ovary was extremely temperature sensitive and displayed severe injury to oocytes and follicular cells after relatively short exposure to temperatures near the LT/sub 50/. It is proposed that primary thermally induced injury is to the gills. This results in abnormal gas exchange and osmoregulation and leads to pathologic changes in other tissues. Hypoxia of the central nervous system appears to be the ultimate cause of death.