In the Baltic clam Macoma balthica from the Gulf of Gdansk, neoplasia is considered as a serious epizootic linked to bad environmental conditions and high levels of pollutants. Previous research was focused on the diagnosis, prevalence, seasonality and histopathological characteristic of the cancer. This study is focused on electron microscopy analyses describing cell ultrastructure abnormalities related to neoplasia. Examinations using the electron microscopy highlighted changes confined to anatomic ultrastructures, shapes and functions of neoplastic cells. The lobulated appearance of the nucleus, changes in cellular matrix and the occurrence of large granular cells with hyperchromatic nuclei, atypical Golgi structures and deterioration of rough endoplasmic reticulum manifested the disease. The presence of atypical mitochondria, free ribosomes and hypertrophic nuclei suggests the adaptation of neoplastic cells to increased mitotic activity, while the observed modification of cellular membranes may reflect functional changes connected to increased pinocytotic activity or intercellular transport. The cancer cells were found to appear in two types, abnormal round-shaped cells and spindle-shaped cells, both with increased frequencies of cell division. Round-shaped cells typical for disseminated neoplasia were observed in all affected bivalves, in a few cases co-occurring with abnormal spherical cells. Spindle-shaped cells containing some intracytoplasmic filaments, and with a tendency of the nuclei to be orientated as in a palisade were interpreted as myofibroblasts-like cells and were observed in five out of eleven clams diagnosed as neoplastic. This finding represents the first demonstration of phenotypic differences in the cell types co-occurring in animals diagnosed as neoplastic and by that suggests coexistence of two types of bivalve cancer, disseminated neoplasia and probable fibrosarcoma. (c) 2006 Elsevier Inc. All rights reserved.