Young rainbow trout, Salmo gairdneri (Richardson) were injected intraperitoneally with tritiated thymidine, and killed at intervals between 2 hr and 16 days after inoculation. Labelled epithelial cells were first detected autoradiographically along the base of gill lamellae. Epithelial cells proliferated here and then migrated toward the tips of the lamellae. Uniform labelling along the length of the filaments at the base of lamellae indicated that cells were dividing at a constant rate. Transverse sections of filaments showed that epithelial proliferation was also uniform across the base of the lamellae. The interior of the lamellae often had labelled pillar cells, indicating that these cells also divide. The high intensity of the label in animals killed 16 days after inoculation with tritiated thymidine suggests that division probably occurs slowly, less than once every 16 days.