Gill remodelling happens in only a few species of fish, and it involves the buildup or removal of an inter-lamellar cell mass (ILCM).  As a response to hypoxia, some fish are able to remodel their gills to increase respiratory surface area, with some species such as goldfish doubling their lamellar surface areas in as little as 8 hours. The increased respiratory surface area comes as a trade-off with increased metabolic costs because the gills are a very important site for many important processes including respiratory gas exchange, acid-base regulation, nitrogen excretion, osmoregulation, hormone regulation, metabolism, and environmental sensing.
The crucian carp is one species able to remodel its gill filaments in response to hypoxia. Their inter-lamellar cells have high rates of mitotic activity which are influenced by both hypoxia and temperature.  In cold (15 °C) water the crucian carp has more ILCM, but when the temperature is increased to 25 °C the ILCM is removed, just as it would be in hypoxic conditions.  This same transition in gill morphology occurs in the goldfish when the temperature was raised from 7.5 °C to 15 °C.  This difference may be due to the temperature regimes that these fish are typically found in, or there could be an underlying protective mechanism to prevent a loss of ion balance in stressful temperatures.  Temperature also affects the speed at which the gills can be remodelled: for example, at 20 °C in hypoxia, the crucian carp can completely remove its ILCM in 6 hours, whereas at 8 °C, the same process takes 3–7 days.  The ILCM is likely removed by apoptosis, but it is possible that when the fish is faced with the double stress of hypoxia at high temperature, the lamellae may be lost by physical degradation. Covering the gill lamellae may protect species like the crucian carp from parasites and environmental toxins during normoxia by limiting their surface area for inward diffusion while still maintaining oxygen transport due to an extremely high hemoglobin oxygen binding affinity.
The naked carp, a closely related species native to the high-altitude Lake Qinghai, is also able to remodel their gills in response to hypoxic conditions. In response to oxygen levels 95% lower than normoxic conditions, apoptosis of ILCM increases lamellar surface area by up to 60% after just 24 hours. However, this comes at a significant osmoregulatory cost, reducing sodium and chloride levels in the cytoplasm by over 10%. The morphological response to hypoxia by scaleless carp is the fastest respiratory surface remodelling reported in vertebrates thus far.