AbstractTelocytes establish connections and communicate with various types of cells and structures. Few experimental studies have been performed on telocytes. In this study, we investigated the effect of salinity stress on telocytes in relation to osmoregulatory, immune, and stem cells. After exposing the common carp to 0.2 (control), 6, 10, or 14 ppt salinity, we extracted and fixed gill samples in glutaraldehyde, processed and embedded the samples in resin, and prepared semi-thin and ultrathin sections. Two types of telocytes were identified: intraepithelial and stromal telocytes. Intraepithelial telocytes were found to form part of the cellular lining of the lymphatic space and shed secretory vesicles into this space. Stromal telocytes were observed to shed their secretory vesicles into the secondary circulatory vessels. Both intraepithelial and stromal telocytes were enlarged and exhibited increased secretory activities as salinity increased. They exerted their effects via direct contact and paracrine signaling. The following changes were observed in samples from fish exposed to high salinity levels: chloride cells underwent hypertrophy, and their mitochondria became cigar-shaped; pavement cells were enlarged, and their micro-ridges became thin and elongated; stromal telocytes established contact with stem cells and skeletal myoblasts; skeletal muscle cells underwent hypertrophy; and macrophages and rodlet cells increased in number. In conclusion, our findings indicate that intraepithelial and stromal telocytes respond to salinity stress by activating cellular signaling and that they play major roles in osmoregulation, immunity, and regeneration.