Ultrastructural study of the tissues of Veretillum cynomorium shows the presence of two mesenchymatous cellular states in the mesoglea: the nongranular mesenchymatous cells and the granular mesenchymatous cells. These latter possess, besides their cytoplasmic granules, some homogeneous fibrous inclusions, very similar to the fibrous material of the mesoglea. Granules and homogeneous fibrous inclusions are also present in the cytoplasm of some ectodermic and endodermic cells. These morphological results lead us to consider that mesoglea and epithelia can be occupied by the same granular cell type. Besides this, the digestive endodermic cells are sometimes very rich in heterogeneous fibrous inclusions histochemically identified as phagosomes. An autoradiographic study indicates two possible pathways for the synthesis of the mesoglea. The first involves the endoderm which elaborates the mesoglea at a fast rate but in small amounts. The second is due to the granular cells (mesenchymatous and epithelial) which show a slow rate of synthesis leading to the formation of the homogeneous fibrous inclusions. The heterogeneous fibrous inclusions of the digestive endodermic cell support the hypothesis of the involvement of these cells in mesogleal degradation.