The photocytes and other endodermal cells composing the wall of the meridional canals of the comb-jelly, Mnemiopsis leidyi, were investigated by transmission electron microscopy. Although many of these cells possess distinctive features such as a ciliary apparatus, lysosome-like bodies or vacuoles, they share with photocytes the presence of a network of rough endoplasmic reticulum (RER) whose cisternae enwrap large mitochondria and are aligned along the subsurface of the plasma membrane. A stereological analysis of organelle content in photocytes confirms the prominence of the RER in these cells and a shift of RER from mitochondria to plasma membrane subsurface in photocytes induced to luminesce by the mitochondrial inhibitor dinitrophenol. Photocytes and other endodermal cells of the meridional canals are interconnected by numerous gap junctions which, among photocytes, often form symmetrical triads with cortical cisternae and mitochondria. The gap junctions and RER/mitochondria assemblages are interpreted as possible substrates for, respectively, conduction of luminescence excitation along the canals and for excitation-luminescence coupling. Neuntes occasionally make synapses with photocytes and other endodermal cells lying adjacent to the mesoglea.