The gills of the air-breathing estuarine goby,Pseudapocryptes lanceolatus, are reduced owing to the development of a specialized organ of O2 uptake from air. In the first gill arch, the filaments of the outer hemibranch are reduced to nearly one-half in comparison to those of its inner hemibranch. A smaller number of secondary lamellae per mm (27.6) occurring on one side of the gill filament reduces the gill surface area. A bilogarithmic plot of the gill area and the body weight indicates a curve with two significantly different components, one (b = 0.924) related to the fish weighing up to 6 g and the other (b = 0.405) to the fish weighing 8 g and above.