The ultrastructure of the colon of Locusta migratoria is described. The colon is lined by a thick cuticle that, for the most part, adheres to the underlying epithelium. The cuboid epithelial cells are characterized by moderate invaginations of the apical and, to a lesser extent, basal plasma membranes; the lateral plasma membranes are relatively flat. The bulk of the mitochondria are located in the apical region of the cell and are not particularly associated with any of the plasma membranes. The basal region of the cells contains much rough endoplasmic reticulum, glycogenlike granules, and a predominance of spherical, electron-dense bodies of various sizes. Where muscle fibers make contact with the epithelium, the cells are much reduced; the cytoplasm is usually less electron-dense, and, typically, the nucleus has a thick layer of granular material associated with the inner nuclear membrane. The apical and basal plasma membranes of the reduced epithelial cells contain numerous hemidesmosomes. The apical hemidesmosomes occur in pairs around an extracellular space that contains electron-opaque material. The latter forms tonofibrillae that extend into the endocuticle. Bundles of microtubules are associated with the hemidesmosomes. The tubules traverse the cell from the apical to the basal region. The possible significance of these findings is discussed.