Grass shrimp, Palaemonetes pugio, were exposed for 1 month to subacute concentrations of hexavalent chromium (0.5, 1.0, 2.0, 4.0 ppm) after which the gills, midgut, hepatopancreas, and antennal glands were examined for histopathological and ultrastructural changes. Pathological changes were greatest in the antennal glands, followed by hepatopancreas, gills, and midgut. Severe changes occurred in some shrimp, even at 0.5 ppm chromium. Cells of all tissues frequently had both swollen mitochondria and rough endoplasmic reticulum. Small, spherical or ring-like intranuclear inclusions, possibly indicative of cellular hyperactivity or manifestions of chromium and/or protein complexes, were most prevalent in the hepatopancreas and antennal glands but also occurred in the midgut and gills. Other major degenerative changes in the antennal glands were restricted to the labyrinth and included diminution of basal plasmalemmal infoldings and cytoplasmic density, nuclear hypertrophy followed by widespread nuclear pyknosis and epithelial desquamation.