The architecture and function of the lophophore of the marine bryozoan Cryptosula pallasiana (Moll) are described, including some new features not previously discovered in bryozoans. The nature of fluid movements within the lophophoral coelom during feeding activities is postulated on the basis of the arrangements of epithelia and muscles. Epithelial cells at the tentacle bases are blastemic in nature, and there is a ciliated pit of unknown function in the angle between every pair of tentacles. There are 6 nerves in each tentacle, including a pair of single-axon subperitoneal nerves. Neurosecretory-like vesicles and glycogen occur in some neurons of the ganglion. The basal lamina collagen has a diameter smaller than that previously recorded for an invertebrate. Filament dimensions are given for several different muscles. Tentacle muscles and lophophore retractor muscles are smooth. Thick paramyosin-like filaments up to 75 nm diameter occur in two muscle types. A new set of muscles is described: the basal transverse muscles of the tentacles.