The skin of the scuted teleost Agonus cataphractus has been investigated by histochemical methods, SEM and TEM. The anterior dorsal skin bears tubercles of epidermis overlying tiny ossifications (scutelets) superficial to the main scutes. The epidermis secretes a cuticular layer containing acidic non-sulphated glycoproteins, but there are no mucous goblet cells in the external skin. Non-mucous sacciform cells of two types are present in the epidermis, also numerous chloride cells. Scanning electron microscopy reveals variation in the microridge pattern of superficial epithelial cells, thought to relate to arrival at the surface and secretion of the cuticle. The major scutes overlap anteriorly, contrary to the normal arrangement of scales, indicating that they are secondary ossifications. The type of mineralization is similar to that of acellular bone. The scutes are set directly in the collagen of the dermis. They have a girdered structure with radial and cross bars, inserting on both faces of a thin plate. The interstices are occupied by unmineralized collagen, and extrinsic collagen bundles impinge on the bone. Non-mineralized parts of the dermis contain tracts of microfibrils in addition to collagen; these are best developed in the flexible gular skin and in the barbels and are interpreted as elastic tissue, although an amorphous component was not seen. The barbels have a core of connective tissue without a cartilaginous skeleton and bear taste buds and numerous chloride cells.