The extracutaneous pigment cell system of the plaice (Pleuronectes platessa L.) was examined by light and electron microscopy in selected regions, including two cutaneous regions for comparison. The extracutaneous pigmentation consists of guanocytes and melanocytes with differing distributions within the body. The eyeless side lacks melanocytes. The pigment cells are differentiated as very flat elements with long processes. They display an affinity for loose connective tissue at boundary layers such as the peritoneal epithelium, organ capsules or blood vessels, to which they are parallelly arranged at a very constant distance. In some locations guanocytes are intimately associated with melanocytes forming "reduced chromatophore units". Extracutaneous pigment cells are poor in mitochondria, endoplasmic reticulum, microfilaments, caveolae intracellulares, ribosomes and glycogen granules, all of which are more abundant in cutaneous pigment cells and pigment cells of the eye. In extracutaneous guanocytes the crystals are loosely arranged parallel to the cell surface, in cutaneous guanocytes perpendicular. Cells with rod-like vesicular cisternae are described as "guanoblasts". No single pigment cell was found exhibiting different types of pigment granules. The varying colors of extracutaneous pigmentation arise from varying combinations of guanocytes and melanocytes in addition to the color of the tissue itself.