The gill of Aplysia depilans consists of several wedge-shaped pinnules with a highly folded structure, differing from the typical ctenidial gills of mollusks. Light microscopy and transmission electron microscopy were used to investigate this organ in juveniles and adults. In this species, the gill epithelium comprised ciliated, unciliated, and secretory cells. The ultrastructural analysis suggests other functions for the gill besides respiration. The deep cell membrane invaginations associated with mitochondria in the basal region of epithelium point to a role in ion regulation. Endocytosis and intracellular digestion were other activities detected in epithelial cells. In juveniles, an intranuclear crystalline structure was seen in some ciliated cells. The presence of an intranuclear crystalline structure was frequently associated with chromatin decondensation, swelling of the nuclear envelope and endoplasmic reticulum cisternae, and abundance of Golgi stacks. As these intranuclear inclusions were not found in the gill of the adult specimens, their occurrence in the two juveniles seems likely to be an anomalous condition whose cause cannot be established at the moment. Mucous cells were the most abundant secretory cells in the epithelium, but a few epithelial serous cells were also found. In addition, large protein-secreting subepithelial cells had the main cell body inserted in the connective tissue and a long thin neck crossing the epithelium. Mucous cells can be considered responsible for the production of the mucus layer that protects the epithelium, but the specific functions of the epithelial and subepithelial protein-secreting cells remain elusive. Below the epithelium, a layer of connective tissue with muscle cells lined the narrow hemolymph space. The connective tissue included cells with a large amount of rough endoplasmic reticulum cisternae. Bacteria were found on the surface of the gill, and the most abundant had a thin stalk for attachment to the epithelial cells.