Stages leading to the formation of inverted gap junctions between certain basal replacement or interstitial cells in the mid-gut of adult Limulus can be followed by freeze-fracturing. Free, 13-nm EF intramembranous particles first appear to be organized into short linear arrays or small clusters of particles, which then become transformed into anastomosing particulate networks covering a considerable surface area. These subsequently become concentrated into smaller, more nearly circular, macular plaques of EF particles or PF pits. These EF particles, both when free or assembled into macular arrays, possess a central channel or pore. Numerous formed gap junctions are present in Limulus mid-gut, which suggests that cell-to-cell communication is an important feature of the mature tissue. The results show that arthropod tissues can be used to study the development of gap junctions not only in differentiating systems but also in adult tissues during normal cell turnover.