A new technique is described for observing the structures and mechanisms of suspension feeding in bivalves using endoscopic examination and video image analysis. This method permits direct in vivo observations of whole, intact structures of relatively undisturbed specimens. No surgical alterations of shell or tissue are required for most species. Pallial organ activity can be recorded for future observations and analysis. Using this technique we examined three bivalve species, each with different degrees of mantle fusion:Mya arenaria L.Mytilus edulis L., andPlacopecten magellanicus (Gmelin). The specimens were collected between April and September 1990 at various locations in Trinity Bay, Newfoundland, Canada. Particle retention by the gill and transport of material to the palps was observed, and velocity of particles moving on the gill was determined. We demonstrate that the endoscope-video-analysis system is an efficient and affordable technique suitable for studies of pallial organ function and mechanisms of feeding.