A cell dissociation technique and observation of 0.25μ and 0.5μ, araldite sections are employed in a further morphological study of the body wall and muscles of the marine triclad Palombiella stephensoni. Basiphil secretions in the epidermis previously described as products of unicellular epidermal glands are determined to be intraepidermal portions of sub-epidermal basiphil glands. Cavities are present between the bases of the epidermal cells. The "basement membrane" is composed of a thin layer beneath epidermal cells, and a thicker layer of "connective tissue". The muscle cell body and nucleus may lie some distance away from the contractile part of the muscle cell. There is no conclusive evidence for the presence of connective tissue fibres in the parenchyma. Cells which are likely to be the eosinophil gland cells in early secretion stages show a well developed ergastoplasm. Pigment granules occur in pigment cells which ramify between muscle cells.