A fine structural analysis of the cuticle, epidermal epithelium, and underlying fibrous tissue of the earthworm is presented. The extreme scarcity or absence of fibroblasts in this animal is pointed out. This finding is further evidence for the epithelial origin of the cuticular fibers, and suggests that at least some of the collagenous connective tissue fibers in the interior of this animal are epithelial in origin. The junctional specializations that unite epithelial cells in the epidermis and intestine are described. Of special interest is the fact that the septate desmosome rather than the tight junction is found in these epithelia. It is shown that the septa are not extensions of the plasma membrane across the intercellular gap. Finally, the nature of the small ellipsoidal bodies that are embedded in the outer layer of the cuticle is discussed.

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