The skin of carp, Cyprinus carpio, was studied at the ultrastructural level after exposure of the fish to low and high concentrations of cadmium in the water (22 and 560 micrograms/L, respectively) for different periods. The effects of the low concentration of cadmium were similar to those of the high concentration, although they appeared later. The basal lamina and the skin surface became highly undulating. Chloride cells appeared between the pavement cells. Necrotic pavement cells were seen from the first day on, while apoptotic pavement cells appeared after several days. Filament cells contained many electron-transparent and electron-dense secretory vesicles. Mitotic cells were commonly seen, mainly in cells adjacent to club cells or close to the epidermal surface. Mucous cells differentiated close to the skin surface. They became elongated and synthesized highly electron-dense mucosomes. The epidermis became infiltrated by many leucocytes. As the experiment progressed, many leucocytes degenerated, and their remnants were found within macrophages and club cells. Fibroblasts displayed intense synthesis and, in fish from the low cadmium concentration, deposited a dense network of collagen fibers in the dermis. Melanosomes were located in the extensions of melanocytes. In these cells aggregation of melanosomes and apoptotic processes were common. Several of these changes were observed earlier under the impact of stressors other than cadmium. Some changes, such as the appearance of tumorlike bodies at the skin surface, the appearance of Merkel cells throughout the epidermis, and the coupling of leucocytes, may be specific for cadmium.