The epidermis of the land planarian Bipalium adventitium was examined by light and electron microscopy. In all regions, the epidermis consists of a simple columnar ciliated epithelium associated with a prominent basement membrane. The epithelial cells, possessing abundant microvilli and poorly developed terminal webs, are conjoined laterally at their apical ends by septate junctions. The epidermis of the creeping sole is distinguished from that of adjoining regions by a "insunken" condition of the epithelial cells, a greater number of cilia per cell, and an absence of glandular secretions other than mucus. The insunken cells of the sole possess large glycogen disposits and attributes of metabolically active cells. Unusual intranuclear inclusions of unknown significance are also found in many of the epidermal cells in all regions. The basement membrane lacks distinct layering and consists of fine fibrils displaying a beaded appearance but no obvious cross-banding. Histochemical tests indicate that the fibrils are collagenous. In addition to mucus, secretory material found in nonsole regions includes lamellated granules and rhabdites, both stained intensely by acidic dyes. Rhabdites and the basement membrane also contain disulfide-enriched proteins. In scanning electron micrographs, the sole appears as a faint, longitudinally oriented band extending along the entire length of the animal. In all regions except the sensory border of the head, the microvilli are generally obscured by the densely arranged cilia. The sensory border consists of a row of toothlike papillae and grooves covered almost exclusively by microvilli, small club-shaped structures, and larger spherical protrusions.

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