The hepatopancreatic caeca of the freshwater amphipod Gummarus minus are four tapered blind pouches lined with a simple columnar epithelium bearing an apical surface of regular microvilli and resting on a basement membrane. This epithelium is enclosed by a tonic, striated muscularis. Each caecum consists of three regions. The distal zone is formed of embryonic cells having a high nuclear to cytoplasmic ratio and giving rise to the other cell types. The second or differentiation zone consists of regular tall columnar cells of two morphological types:(1) light staining R-cells which have a large number of lipid droplets and few Golgi bodies; (2) basophilic F-cells which have numerous distended Golgi bodies. The more proximal secretory zone forms the majority of each diverticulum. This mature zone is formed from R-cells and large, basophilic, vacuolated B-cells which differentiate from F-cells. The secretory cell sequence appears to be E-cell — F-cell — B-cell with secretion being apocrine in nature. The exact relationship of Rcells to the other cell types is questionable, but the R-, F - and B-cells all appear to be able to absorb and store nutrients. Within the Malacostraca the hepatopancreatic epithelium of Amphipoda more closely approximates that of Decapoda than that of the Isopoda.