Goldfish (Carassius auratus) acclimated to 7° C and exposed to hypoxia (~10 mm Hg) for 7 days exhibited a pronounced remodeling of the gill consisting of the removal of an interlamellar cell mass (ILCM). Subsequent experiments were designed to assess the impact of gill remodeling and the associated increase in functional lamellar v on the distribution of branchial ionocytes and Cl^- flux across the gill. Despite the increased functional lamellar surface area during hypoxia, there was no corresponding increase in Cl^- loss or efflux of the extracellular marker polyethylene glycol (PEG 4000). However, when hypoxic fish were returned to normoxic water for 12 h, rates of Cl^- and PEG efflux were markedly stimulated in keeping with an increased surface area for solute movement. Similarly, the rate of branchial Cl^- uptake was reduced (105 ± 22 versus 45 ± 8 µmol kg^-1 h^-1 in normoxic and hypoxic fish, respectively) but then stimulated (345 µmol kg^-1 h^-1) upon reestablishment of normoxic conditions. Hypoxia (7 days) was accompanied by a significant decrease in the total cross-sectional area of branchial ionocytes owing to a decrease in their numbers and individual sizes. Thus, despite experiencing an increase in functional lamellar surface area, hypoxic goldfish limit branchial Cl^- loss likely by a hypoxia-mediated decrease in paracellular permeability. In normoxic fish, the ionocytes were largely confined to the outer edges of the ILCM. During hypoxia, pre-existing ionocytes migrated with the shrinking ILCM while a smaller proportion of newly differentiated cells appeared below the surface of the ILCM. The capacity to maintain a population of ionocytes in contact with the water is an appropriate strategy to retain ionoregulatory capabilities regardless of whether the lamellae are uncovered or covered.