Lahontan cutthroat trout Oncorhynchus clarki henshatvi were sensitive to simulated solar ultraviolet-B radiation (UVB) and exhibited grossly visible signs of sunburn upon exposure. Razorback suckers Xyrauchen texanus, however, were tolerant to simulated solar UVB and showed no grossly visible signs of exposure. Cutthroat trout also had considerably less of an unidentified, possibly photoprotective, substance in the skin than did razorback suckers. In an attempt to characterize the cellular response to simulated solar UVB exposure in the skin of these two species, we examined sections from UVB-exposed fish by light and electron microscopy. Cutthroat trout showed grossly visible signs of sunburn by 48 h. Histologic observations included a sloughing of the mucous cells, necrosis and edema in the epidermis and dermis, and, in some cases, secondary fungal infections. Razorback suckers did not show any visible signs of sunburn during 72 h of experimental exposure. Histologic analyses revealed that cell necrosis had occurred, but the severe necrosis and sloughing noted in cutthroat trout was not observed. An increase in epidermal thickness, apparently due to hypertrophy and hyperplasia of large PAS-negative cells, occurred in the razorback suckers. These cells contained a large central region of low electron density and appeared to be club cells. In some, extensive interdigitation of the electron-lucent cytoplasm with adjacent epithelial cell margins occurred. Near the surface of the epidermis these cells were larger and the interface with epithelial cells lacked complex interdigitation. These cells may contain the substance that appears to protect razorback suckers against UV-B radiation.