The epithelium of the ileum of Locusta migratoria is composed of a single layer of columnar cells surrounded on the luminal side by cuticle and on the haemocoel side by a circular muscle layer. Where the circular muscles contact the epithelium, longitudinal muscles are present and the epithelium is slightly reduced. Elsewhere, a subepithelial sinus separates the epithelium from the circular muscle layer. The epithelial cells are characterised by extensive infoldings of the apical and basal cell membranes, which in the latter case, produce a maze of interconnecting channels and spaces. Mitochondria are closely associated with both apical and basal infoldings, although the bulk of these organelles is located in the cytoplasm underlying the infoldings of the apical plasma membrane. Vesicles of assorted sizes occur throughout the cytoplasm. They are particularly abundant in the apical region, where they appear to be produced by pinocytosis. Larger vesicles, containing either material of varying electron density or smaller vesicles, occur in the medial and basal regions of the cells. The contents of some of these vesicles have, in section, a lamellar appearance, composed of concentric layers of material. Similar vesicles are present in the basement membrane as well as the cells and connective tissue of the subepithelial sinus. Microtubules and groups of ribosomes commonly occur throughout the cytoplasm, and lipid-like droplets are also present in some of the cells. Ultrastructural features of the epithelial cells are discussed in relation to current knowledge of the function of the ileum.