The ultrastructure of the cutaneous chromatophores and the origin of pigment granules in the goldfish, Carassius auratus L., are studied with electron microscope. Leucophores contain amorphous pigment granules, leucosomes and melanosomes contain oval shaped electron dense melanin pigment granules. These pigment granules are synthesized from the Golgi complexes of each chromatophores and released into the cytoplasm. Among the dermal chromatophores, another kind of dermal cells, named rER rich cells, are also observed. And pinocytotic vesicles are being formed only the inner surface of the chromatophores adhering to the rER rich cells. From these observations, such hypothesis are being possible that pigment materials are synthesized and transfered from the rER rich cells to dermal chromatophores by the pinocytosis. And next remodelizing mechanisms are carried out by the Golgi complexes of each chromatophores.