1. The podocyst cuticle of the medusa, Chrysaora quinquecirrha is composed of a chitin-protein complex tanned by phenolic substances as demonstrated by chromatographic and enzymatic analysis.2. Electron micrographs reveal this material to be arranged as concentric layers which, in turn, are composed of microfibers.3. Evidence is presented which suggests that the encysting cells retain the ability to manufacture new cuticle during encystment.