Two sensory-cell types, subepithelial sensory cells (SSCs) and intraepithelial sensory cells (ISCs), were identified in the anterior sensory organs (ASO: pairs of rhinophores and oral tentacles, and the anterior field formed by the oral plate and cephalic shield) of the nudibranch Phestilla sibogae after filling through anterior nerves with the neuronal tracers biocytin and Lucifer Yellow. A third type of sensory cells, with subepithelial somata and tufts of stiff-cilia (TSCs, presumably rheoreceptors), was identified after uptake of the mitochondrial dye DASPEI. Each sensory-cell type has a specific spatial distribution in the ASO. The highest density of ISCs is in the oral tentacles (approximately 1,200/mm2), SSCs in the middle parts of the rhinophores (>4,000/mm2), and TSCs in the tips of cephalic tentacles (100/mm2). These morphologic data, together with electrophysiologic evidence for greater chemical sensitivity of the rhinophores than the oral tentacles (Murphy and Hadfield [1997] Comp. Biochem. Physiol. 118A:727-735; Boudko et al. [1997] Soc. Neurosci. Abstr. 23:1787), led us to conclude that the two pairs of chemosensory tentacles serve different chemosensory functions in P. sibogae; i.e., ISCs and the oral tentacles serve contact- or short-distance chemoreception, and SSCs and the rhinophores function for long-distance chemoreception or olfaction. If this is true, then the ISC subsystem probably represents an earlier stage in the evolution and adaptations of gastropod chemosensory biology, whereas among the opisthobranchs, the SSC subsystem evolved with the rhinophores from ancestral cephalaspidean opisthobranchs.