Ectodermal epitheliomuscular cells of Hydra attenuata were studied by transmission and scanning electron microscopy, and a three-dimensional model was constructed. These cells are cuboidal to columnar, and each cell has one muscle process arising from the basal portion of the oral-facing surface and one from the aboralsurface. Adjacent epitheliomuscular cells are joined apicolaterally by septate junctions. Numerous gap junctions occur between adjacent epitheliomuscular cells and are irregularly distributed along the lateral and basal aspects. Finger-like interdigitations and specialized folds (couplers) also occur along the basal and lateral aspects and interlock adjacent epitheliomuscular cells. In the basal portion of these cells, myofilaments are aggregated into myonemes which are oriented in the oral-aboral axis of the polyp. Myonemes dominate the cytoplasm of muscle processes. Myofilaments are also aggregated in the basal cytoplasm of the cell body when the cell body is in contact with the mesoglea but are sparse or absent when the cell body rests upon other muscle processes. Epitheliomuscular cells and associated muscle processes rest upon other processes and the mesoglea and show variations in these relations. A muscle process and associated cell may rest upon another process; the process may then extend under the preceding process and cell body. This configuration, and variations, present a woven or braided network of muscle processes which collectively form a sheet of muscle on the mesoglea. The interdigitations, couplers and gap junctions between epitheliomuscular cells and the woven network of muscle processes present a cytological basis for the observations that the ectoderm in hydra behaves as a coherent sheet along the body column.