Pinealocytes in the lower vertebrate are known to have photoreceptive function. These photoreceptor cells have been characterized morphologically in various species of lower vertebrates. No such ultrastructural studies, however, were reported in fresh water turtle. The purpose of this study is to characterize the pinealocytes and the phylogenetic evoluton of these cells is discussed in terms of functional analogy. I. Light microscopy: The pineal body was divided into incomplete lobules by connective tissue septa containing blood vessels, and parenchymal cells were arranged as irregular cords or follicular pattern. In the lobules, glandular lumina were present and contained often densely stained materials. II. Electron microscopy: The pineal parenchyma had three categories of cells: photoreceptor cells, supportive cells and nerve cells. The photoreceptor cells had darker cytoplasm compared to the supportive cells, and the enlarged apical cytoplasm(inner segment) containing abundant mitochondria and dense cored vescles protruded into the glandular lumen in which lamellar membrane stacks(outer segment), dense membranous materials, and cilia were present. Some of these lamellated membrane stacks appeared to be dege-nerating while others were apparently newly formed. Constricted neck portion of the photoreceptor cells contained longitudinally arranged abundant microtubules. centrioles and cross-striated rootlets. Cell body had well developed Golgi apparatus, abundant mitochondria, dense granules($0.5{sim}1{mu}m$), dense cored vesicles($70{sim}100nm$), and rough endoplasmic reticulum occasionally with dense material within its cisterna. Basal portion of the photoreceptor cells had basal processes often with synaptic ribbons, which terminate in the complicated zone of cellular and neuronal processes. Synatpic ribbons often made contact with the nerve processes and the cell processes of neighboring cells. In some instances, these ribbons were noted free within the basal process and were also present at the basal cell mem-brane facing the basal lamina. Obvious nerve endings with clear and dense cored vesicles were observed among the parenchymal cells. Photoreceptor cells of the snapping turtle pineal body were generally similar in fine structure to those of other lower verterbrates reported previously, and suggested to have both photoreceptive and secretory functions which were modulated by pinealofugal and pinealopedal nerves. The supportive cells were characterized by having large dense granules($0.3{sim}1{mu}m$), abundant ribosomes, well developed Golgi apparatus and rough endoplasmic reticulum. These cells were furnished with microvilli on the luminal cell surfaces, and often had centrioles, striated rootlets, abundant filaments especially around the nucleus, and scattered microtubules. Some supportive cells had cell body close to the lumen and extended a long process reaching to basal lamina, which appeared to be a glial cell. Nerve cells within the parenchyma were difficult to identify, but some large cells located basally were suspected to be nerve cells, since they had synaptic ribbon contact with photoreceptor cells.