The oval shaped pericardial cells are clustered along the lateral sides of the heart and irregularly connected with the heart. The cells are bounded by a basement membrane. The basement membranes of the connected two peicardial cells are irregularly linked each other there-fore funnels are formed. The multiple invaginations of the cell membrane are observed and septate junctions develope at the part of enterance of the cell membrane. The coated pits are appeared in the inner side of the invaginated cell membrane. The coated vesicles, tubular and spherical shaped vesicle, Golgi complex containing high electron densed material in the cisternae and mitochondria are observed in the cytoplasm and lysosomes are remarkably well developed. The whirled membrane structures in the multiformed complex bounded by single membrane are linked with low electron densed granules and spherical shaped small granules having high electron density with $0.03{mu}m$ in diameter are located between the whirled membrane in a row and gradually secretes the granules and then they produced the multilamellar body. The lysosomal regions of cytoplasm of pericardial cell are appeared negative reaction to the acid phosphatase and according to the results of the electrophoresis, lipoproteins having acid phosphatase activity are contained. The axon is contacted with the pericardial cells.