Peripheral blood leucocytes of the turbot, Scophthalmus maximus, were characterised into 4 distinct groups following morphological, morphometric and histochemical examination. Total and differential cell counts were determined. Thrombocytes, the most abundant leucocyte type (52%), were highly mobile and encountered in several morphological forms. Granulocytes, representing 5.6% of the leucocyte population, histochemically most resembled the mammalian neutrophil. Both large and small lymphocytes (40.8%), were encountered. Monocytes were rarely observed (1.6%). Thrombocytes and monocytes were phagocytic in vitro at 12oc and 22oc, showing increased phagocytic activity at the higher temperature. The thymus was paired and consisted of a well developed outer cortex and an inner meduallary region. The spleen was bounded by a fibrous tissue capsule and contained a large volume of blood. Diffuse areas of red and white pulp, ellipsoids and melanomacrophage centres were apparent. Lymphocytes, thrombocytes and mature erythrocytes made up the cellular components. The kidney, located beneath the vertebral column contained haemopoietic tissue throughout. Excretory tubules were evident posteriorly. Cellular elements included developing granulocytes, large and small lymphocytes and melanomacrophages. Investigation of ontogenic development of the lymphoid tissue, from 24h post-hatch to the completion of metamorphosis (Day 63) revealed thymic, splenic and kidney rudiments all present at Day 4 with the first lymphoid cells appearing in thymus and kidney by Day 8. Splenic lymphoid cells and the development of areas of white pulp were apparent by Day 28. Differentiation of the thymus had occurred and melanomacrophage centres were seen in the spleen, completing structural lymphoid development by Day 63. Critical stages of lymphoid ontogeny were correlated with easily recognisable external morphological features. A study of the kinetics of carbon clearance by the reticuloendothelial system, revealed a phagocytic capacity in the spleen, kidney and heart. Splenic carbon was seen at 20min post injection, accumulating around ellipsoids and rising to a maximum level at 24h. By Day 5 carbon levels within phagocytes, by now more distant from the ellipsoids, had begun to decrease and carbon was seen within melanomacrophages. Levels of kidney carbon, present within large macrophage-like cells which increased in size forming larger aggregations, increased to a maximum at Day 3. Clearance appeared more rapid in the posterior kidney. Low level uptake was seen within the epicardium. Carbon uptake was not observed in the liver or gill. Kidney leucocyte migration in vitro was examined to a range of chemoattractants using a number of assays. 24h bacterial culture supernatants of Vibrio alginolyticus induced significant cellular responses. The under agarose assay demonstrated migration inhibition to 100%, 50% and 40% supernatant dilutions. Enhanced migration was detected to dilutions of 5-50% in the microchemotaxis chamber, being optimal at 20%. The leucocyte polarisation assay demonstrated cell orientation in response to I 00% culture filtrate and the capillary tube migration assay revealed cellular inhibition at concentrations of 10% & SO%. Leukotriene B4 (LTB4) also induced migration in the filter-based assay, being optimal at to-7M. Cellular migration and orientation were observed in filter and polarisation assays to turbot serum, with normal and activated serum inducing elevated responses in the filter based assay. No response was detected by any of the assay systems to n-formylmethionyl-leucyl- phenylalanine (FMLP) or casein at any concentration tested. Results are discussed in relation to the cellular defence mechanisms of fish.