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The marine sipunculan worm, Sipunculus nudus Linné, possesses a voluminous coelomic cavity filled with a fluid containing different types of free cells. Most of them (more than 90%) are nucleated haemerythrocytes. They arise from free, small haemerythroblastic cells which are described in this report. Different kinds of leucocytes are also found in the coelomic fluid, particularly granulocytes which are phagocytic cells showing some similarities with vertebrate macrophages. These cells seem to arise from small hyalocytes, which are cells having morphological and physiological resemblances with vertebrate lymphocytes. It appears that the older granulocytes are progressively degranulated and give rise to large hyalocytes. Ciliary cells arising from small cells, very similar to small hyalocytes, have also been observed and it is supposed that they give rise to urn cells. Lastly, some of the biological functions of the free coelomic cells of the sipunculan worms are described.