Spontaneous outbreaks of bacterial gill disease (BGD) occurred in 17-44-g rainbow trout Oncorhynchus mykiss after they were placed in a water recirculation system. In each of five groups stocked from September 1991 through July 1992, BGD occurred within 6–8 d after stocking. In each instance, BGD was followed by a secondary amoeba infestation. The spontaneous BGD outbreaks did not occur among previously stocked groups that had recovered from earlier BGD disease outbreaks. Examination of gill tissue by Gram stain and indirect fluorescent antibody technique showed increased numbers of filamentous bacteria associated with BGD after the rainbow trout were stocked into the system. Bacterial numbers decreased after a 1-h treatment with chloramine-T at concentrations of 9–15 mg/L but increased within 2 d after treatment. Although the chloramine-T treatments controlled mortality related to BGD, the amoeba infestation persisted. Histological examination of gills showed some focal hyperplasia before the rainbow trout were placed into the recirculation system, but hyperplasia became more extensive and lamellar fusion and mild telangiectasis developed within a week after placement in the system. The density at which the fingerling rainbow trout were stocked and the suspended solids present in tank water may have contributed to the BGD outbreaks. Exposure of juvenile rainbow trout to tank water from the recirculation system before they were placed into the system did not afford them protection against BGD after stocking.