An electron microscope study of goldfish Mauthner cells is reported.1 The cell is covered by a synaptic bed ∼ 5 µ thick containing unusual amounts of extracellular matrix material in which synapses and clear glia processes are implanted. The preterminal synaptic neurites are closely invested by an interwoven layer of filament-containing satellite cell processes. The axoplasm of the club endings contains oriented mitochondria, neurofilaments, neurotubules, and relatively few synaptic vesicles. That of the boutons terminaux contains many unoriented mitochondria and is packed with synaptic vesicles and some glycogen but no neurofilaments or neurotubules. The bare axons of club endings are surrounded by a moderately abundant layer of matrix material. The synaptic membrane complex (SMC) in cross-section shows segments of closure of the synaptic cleft ∼ 0.2 to 0.5 µ long. These alternate with desmosome-like regions of about the same length in which the gap widens to ∼ 150 A and contains a condensed central stratum of dense material. Here, there are also accumulations of dense material in pre- and postsynaptic neuroplasm. The boutons show no such differentiation and the extracellular matrix is largely excluded around them. The axon cap is a dense neuropil of interwoven neural and glial elements free of myelin. It is covered by a closely packed layer of glia cells. The findings are interpreted as suggestive of electrical transmission in the club endings.