The epithelium of anterior midgut of adult Cenocorixa bifida was examined with light and electron microscopy. The folded epithelium is composed of tall columnar cells extending to the lumen, differentiating dark and light cells with interdigitating apices and regenerative basal cells in the nidi surrounded by villiform ridges that penetrate deeply into the epithelium. The columnar cells display microvilli at their luminal surface. Microvilli lined intercellular spaces and basal plasma membrane infoldings are associated with mitochondria. These ultrastructural features suggest their role in absorption of electrolytes and nutrients from the midgut lumen. The columnar cells contain large oval nuclei with prominent nucleoli. Their cytoplasm is rich in rough endoplasmic reticulum, Golgi complexes and electron-dense secretory granules indicating that they are also engaged in synthesis of digestive enzymes. The presence of secretory granules in close proximity of the apical plasma membrane suggests the release of secretion is by exocytosis. The presence of degenerating cells containing secretory granules at the luminal surface and the occurance of empty vesicles and cell fragments in the lumen are consistent with the holocrine secretion of digestive enzymes. Apical extrusions of columnar cells filled with fine granular material are most likely formed in response to the lack of food in the midgut. The presence of laminated concretions in the cytoplasm is indicative of storageexcretion of surplus minerals. The peritrophic membrane is absent from the midgut of C. bifida.