Temperature and mitochondrial plasticity are well studied in Wshes, but little is known about this relationship in invertebrates. The eVects of habitat temperature on mitochondrial ultrastructure were examined in three confamilial limpets from the Antarctic (Nacella concinna), New Zealand (Cellana ornata), and Singapore (Cellana radiata). The eVects of seasonal changes in temperature were also examined in winter and summer C. ornata. Stereological methods showed that limpet pedal myocytes were 1-2 orders of magnitude smaller in diameter (t3.5 m) than in vertebrates, and that the diameter did not vary as a function of temperature. Mitochondrial volume density (Vv (mt,f) ) was approximately 2-4 times higher in N. concinna (0.024) than in the other species (0.01 and 0.006), which were not signiWcantly diVerent from each other. Mitochondrial cristae surface density (Sv (im,mt) ) was signiWcantly lower in summer C. ornata ). The surface area of mitochondrial cristae per unit Wbre volume was signiWcantly higher in N. concinna, due largely to the greater mitochondrial volume density. These results and previous studies indicate that mitochondrial proliferation in the cold is a common, but not universal response by diVerent species from diVerent thermal habitats. Seasonal temperature decreases on the other hand, leading preferentially to an increase in cristae surface density. Stereological measures also showed that energetic reserves, i.e. lipid droplets and glycogen in the pedal muscle changed greatly with season and species. This was most likely related to gametogenesis and spawning.