Superficial epidermal cells of the teleost Pimelodus maculatus show modifications after heat exposure (36 degrees C) for 3 days. Heat treatment affects the arrangement of cytoplasmic filaments resulting in the disappearance of the microridges. The fish maintained at 36 degrees C during 3 days show modifications in the cytoplasmic organization of their superficial epidermal cells. The most conspicuous alterations are: apparition of lysosomes (including autolysosomes), hypertrophy of the GOLGI complexes, disappearance of the RER, and modifications in the nuclear envelope. Epidermal cells maintained at 36 degrees C for 10 days are transformed into horny-like cells. The differences and resemblances with keratinized cells of terrestrial vertebrates are described and discussed.