Enzymatic and histopathologic alterations of the digestive gland, gill, gonad, and kidney were studied in Asian clam (Potamocorbula amurensis) in April, 1997 from each of four United States Geological Survey (USGS) stations in the San Francisco Estuary. Stations were selected based on differing body burdens of metallic contaminants in clams (Stn 4.1>6.1>8.1>12.5) observed over 7 years. Because no pristine sites are known within the estuary and because no laboratory-reared stocks of P. amurensis were available, clams from station 12.5 served as reference animals. Histopathologic analysis revealed no lesions in clams collected from station 12.5. Mild digestive gland atrophy and moderate distal kidney tubular vacuolation were seen in clams collected from station 8.1. Mild digestive gland atrophy, moderate kidney tubular atrophy, and moderate gill inflammation were seen in clams collected from station 6.1. Lesions found only in clams from station 4.1 were: (1) severe inflammation and moderate atrophy of primary ducts and diverticula, and decreased numbers of heterophagosomes and heterolysosomes in diverticula of the digestive gland; (2) severe gill inflammation; (3) severe kidney tubular atrophy; (4) severe ovarian and testicular inflammation and necrosis (5) decreased numbers of mature ova; and (6) decreased number of glycogen storage cells in the ovary and testis. Localization of specific enzymes including adenosine triphosphatase (ATP), acid phosphatase (ACP), alkaline phosphatase (ALKP), gamma-glutamyl transpeptidase (GGT), and glucose-6-phosphate dehydrogenase (G6PDH) was performed and correlated, in serial sections with glycogen (PAS) and haematoxylin and eosin stains. Enzymatic analysis revealed: (1) increased digestive diverticula ATP in stations 6.1 and 4.1; (2) decreased digestive diverticula ACP in stations 6.1 and 4.1 and proximal kidney tubular ACP deficiency in station 4.1; (3) no ALKP differences among stations; (4) increased distal kidney tubular GGT at station 12.5 and decreased distal kidney tubular GGT at station 4.1; (5) decreased digestive diverticula G6PDH G6PDH in all stations except 12.5 and decreased proximal kidney tubular G6PDH in stations 8.1 and 6.1. It is possible that other anthropogenic and natural stressors may have affected the results in this study. However, the prevalence and increased severity of lesions in clams with highest metal body burden suggests a contaminant- associated etiology. Enzymatic and histopathologic biomarker alterations identified in this study were positively correlated with the metal body burden. Clams with the higher prevalence of diseases and enzyme alterations also showed a lower condition index and glycogen content in the month when histopathological assessment was performed. Further study will seek to develop enzymatic and histopathologic biomarkers for use in controlled laboratory conditions to help validate the field study.