The osphradium of Aplysia californica, a sensory organ, is a small yellow-brown epithelial patch located in the mantle cavity immediately anterior to the rostral attachment of the gill. Scanning electron microscopy reveals a round ellipsoid structure of 0.6-1 mm in diameter with a central, occasionally folded, sensory epithelium. The central area is covered with microvilli and surrounded by a densely ciliated epithelium. Transmission electron micrographs show that the columnar supporting cells in the sensory epithelium contain an abundance of apical pigment granules and microvilli. Between the epithelial-supporting cells, the putative sensory elements consist of thin neurites (0.4-1.5 micron in diameter) that reach the sea-water side of the osphradium. The neurites contain many neurotubules, mitochondria, vesicles and cilia in their apices. The nerve endings originate from cell bodies up to 40 microns below the epithelium or in the osphradial ganglion itself, as revealed by electron microscopy and retrograde labeling with Lucifer yellow. There appear to be two populations of putative sensory cells, a large population of heavily stained cell bodies 4-10 microns in diameter and a few scattered cells of large diameter (25-60 microns). Following lanthanum impregnation, septate junctions can be seen between all types of cells in the epithelium, 3-5 microns below the sea-water surface. This study provides new information for further investigation of osmo- and mechanosensation in Aplysia californica.