Ontogeny of the gut in Penaeus setiferus was investigated by reconstruction of serial sections examined by light microscopy. Development of the gut into the adult form is protracted over several weeks beyond metamorphosis in steps that may be directly related to the unique postlarval life history of Penaeus. The gastric mill is lacking in larval stages of P. setiferus. In protozoeal stages Z,-Z3, the pyloric ampullae are blind sacs that do not communicate with the midgut. The gland filter first appears in mysis stage M,. The gastric mill in early postlarval (PL) stages consists of poorly chitinized lobes with flexible setae. By PLzl the ossicles of the gastric mill are rigid and setae are replaced by spine-like denticles, but even by PL,, the gastric mill is neither as massive nor heavily chitinized as in adults. During the mysis stages and early PL stages, the hepatopancreas communicates freely with both the foregut and the midgut trunk. By PL,, the hepatopancreatic ducts are essentially isolated from the remainder of the midgut by foregut ossicles.The midgut in Z, consists of two pairs of simple caeca and the midgut trunk. During larval growth, each of the lateral midgut caeca develops into a number of lobes. After metamorphosis these lobes begin to ramify into small-diameter tubules, and by PL,, have completely ramified into the hepatopancreas of adults.From MI to PL,, the anterior midgut caeca decrease in absolute size and become a single anterior diverticulum. The posterior midgut diverticulum first appears in PL,, as a simple sac and thereafter increases in size and complexity.After hatching in the open sea over the continental shelf, larvae of Penaeus setiferus pass through five nonfeeding naupliar stages (N1-N5), three protozoeal stages (Zl-Z3), and three mysis stages (M1-M3); they then metamorphose into a decapodid, the first postlarval stage (PL,) (Heegaard, '53; McVey and Fox, '83; Pearson, '39). In many decapod species, such as crabs and lobsters, the metamorphic molt is accompanied by an abrupt change in habit from planktonic to benthic. However, in Penueus this change is protracted over a 2 week period and occurs gradually while the early postlarvae migrate inshore toward estuarine nursery grounds (PBrez-Farfante, '69, and citations therein).While in most decapods the basic adult form of both external and internal structures (exclusive of sexual organs and secondary sexual characteristics) is attained at metamorphosis or in the developmental stages immediately preceding or following molt to the decapodid stage, in penaeids both habit and structure appear to transform less abruptly (Felder et al., '85). Postlarval development was examined in Penaeus schmitti by Perez PBrez and Ros ('75) and in Penaeus plebejus by Dakin ('38); in both species the adult form of a number of external features is not attained soon after metamorphosis, but rather is protracted over a period of several weeks.Ontogenetic change in the external morphology, including mouth parts, of P. setiferus larvae has been stud...