The purpose of this study was to investigate the effect of tributyltin (TBT) on histopathological and ultrastructural changes in the digestive gland structure of the equilateral venus, Gomphina veneriformis. Experimental period was 36 weeks. Experimental groups consist of control condition and 3 TBTCl exposure conditions (0.4, 0.6, 0.8 TBTCl μg L-1). Outer envelop of the visceral mass of G. veneriformis exposed to TBTCl was observed disappearance of microvilli and cilia, decrease of mucous cell and partially destruction of epithelium. In the digestive gland showed an increase of number of hemocyte and mucopolysaccaride near the digestive tubule at early time of the exposure. Especially, in 0.8 μg TBTCl L-1 group, collapse of digestive tubule with modification of epithelium was observed. TEM observation revealed the numerous glycogen granules in epithelium of the outer envelop and connective tissue. In the ciliated cell of the primary duct formed the cilia in cytoplasm. Basophilic cell was observed destruction of the rough endoplasmic reticulum and mitochondria. Also, nucleus in the epithelium of the digestive tubule was disappeared heterochromatin and nucleolus, and condense. As the concentration of TBTCl increased, the accumulation of lipofucin increased in the digestive gland, but the collapse of digestive tubule induced a decrease of accumulation of lipofuscin.