The developmental cytology of the apical tissue of the testis of Tenebrio nzolitor and Zophobas rugipes was studied with light and electron microscopy. In the early larvae of both species the tisue was found to be a thickened protrusion of nongerminal cells appearing at the apical end of each testis follicle following gonadal differentiation. The cells persist through pupal and adult stages in both species, becoming more prominent at these stages in Z. rugipes, despite tracheal invasion in both species. In older adults the apical tissue regresses and ultimately distintegrates.Ultrastructurally the apical cells are distinguished from adjacent germinal cells by their (1) small, rounded or oval nuclei, (2) highly convoluted plasma membrane, ( 3 ) electron-opaque cytoplasm, (4) profuse concentrically-stacked, granular endoplasmic reticulum, ( 5 ) large aggregates of glycogen-like granules, (6) numerous small, tubular mitochondria, ( 7 ) well-developed Golgi centers and ( 8 ) striking arrays of microtubules. These cells have many cytological features in common with the androgenic gland cells of crustaceans, but not with the steroidogenic cells of vertebrates. Evidence for the formation of protein granules is also lacking. As yet, experimental procedures have not indicated an endocrine function for these cells in tenebrionids. However, their cytology is consistent with secretory activity of some kind.The apical tissue of the insect testis consists of a group of cells, or a single cell with abundant cytoplasm, situated at the apex of each testicular follicle. During the early part of this century (see Carson, '45; Aboim, '45, for reviews) much attention was paid to the cytology of the apical cells, and several hypotheses were presented as to their origin, function and fate. In most insects examined the apical cells were considered to be larval structures. Recently, Naisse ('65) has analogized the apical cells of a coleopteran Lampyris noctiluca with the androgenic gland of crustaceans. In Lampyris implantation of the larval testis at a critical stage into a female larva will completely transform the sex of the genetically female host at primary, secondary and behavioral levels. Naisse attributes the sex reversal to a hormone secreted by the apical cells, under the control of neurosecretory cells of the pars intercerebralis of the male larval brain (Naisse, '65).This important experimental finding and the absence of any ultrastructural information on the apical cells prompted this study of the fine structure of these cells in two tenebrionid beetles : Tenebrio molitor and Zophobas rugipes. The apical tissue of Tenebrio molitor had been described as early as 1902 by Demokidoff; however, he called the tissue a "lens" and claimed that it was different from the apical cells (of Verson) seen in other insects. Edwards ('61) comments similarly on the "lens" in another coleopteran, the cerambycid Prion,oplus.In the present study attention is directed a t changes in the apical cells during larval development, and to a com...