The ultrastructure of the cuticle of the adult female nematode Mermis nigrescens has been described. There is an epicuticle and three-layered membrane covering the cuticle. The cortex is penetrated by canals which extend from the surface of the cuticle to the matrix of the layer beneath the cortex. Beneath the cortex are two layers of giant fibres which spiral around the nematode, a thick layer containing a network of fibres and a basal layer containing a vacuolated matrix material. it is thought that the epicuticle is secreted from the canals in the cortex. The possible functions of the layers in the cuticle have been discussed and similarities with the cuticle of the Acanthocephala have been noted.