The purpose of this paper is to present a morphological description of three different types of acellular material lining hemal spaces in a shrimp, providing a background for addressing future questions. The vasculature of the penaeid shrimp, Sicyonia ingentis, includes vessels leading from the heart into arteries which branch and expand into sinuses before returning hemolymph back to the heart. Early work showed that an endothelium was absent, and a basement membrane (BM) separated tissues from the hemolymph. Therefore, it was suggested that hemocytes could identify anything other than the BM as a “foreign” entity. This study demonstrates three major types of acellular material lining the hemal spaces of S. ingentis. Cardiomyocytes, digestive gland tubules, and abdominal muscle fibers are covered by BMs. Major arteries are lined by a fibrillin-like fibrous material. Finally, sheaths of collagenous connective tissues cover the heart and digestive gland as well as the outer surface of arteries, the gut, and gonad. Our understanding of hemocyte receptors and extracellular matrices in general have greatly expanded but the biochemical composition of the matrices lining crustacean hemal spaces, their role in regulating nutrient uptake, and the cells responsible for their deposition deserve further attention.