The glochidia of many freshwater mussels, which are obligate parasites on the gills, fins, and other body parts of specific fishes, attach to a suitable host, become encapsulated, and develop to the free-living juvenile stage. Using light and electron microscopy we compared gill tissue reactions in a suitable host (walleye Stizostedion vitreum vitreum) and unsuitable host (common carp Cyprinus carpio) infected with Lampsilis radiata siliquoidea. Encapsulation of glochidia on walleye gills was completed by 6 h post-infection at 20 to 22°C. Capsular formation and compaction were accompanied by a general increase in epithelioid cells. Fibrotic material appeared in capsules at about 48 h and virtually filled capsular cells from about Day 5 to Day 11 post-infection. Liberation of juvenile mussels was accompanied by thinning of the capsule from about Day 11 to Day l7. Although glochidia attached to the gills of common carp, few became encapsulated. By 48 h post-infection, preliminary capsular growth was evident and necrotic cells and cellular debris appeared at the edges of the growth. However, all glochidia were sloughed from carp gills by 60 h. Host specificity of L. radiata siliquoidea apparently depended on a combination of the attachment response of glochidia, differences in the encapsulation process, and tissue reactions in the fish.