The periostracum and cells lining the periostracal groove of Anodonta cygnea L. have been studied at the electron microscope level. The cells lining the inner face of the outer fold differ in fine structural details, five cell types being recognized. Along the length of the outer surface of the middle fold, to which the periostracum is closely applied, only two cell types are evident. At the base of the periostracal groove the two epithelia are separated by a bulbous region containing a group of basal cells which initiate the periostracum. The periostracum, which is homogenously electron-lucid, originates in the intercellular space between a basal cell and the first cell of the middle fold. It increases in thickness in the periostracal groove due to the secretory activity of the different outer fold cells. The cells of the middle fold do not appear to be involved in periostracum formation.