Freeze-fracture and thin-section studies were done on cockroach hemocytes that had encapsulated implanted pieces of Araldite. Desmosome-like junctions and 'B' type gap junction were described. Freeze-fractured gap junctions displayed fused and clustered, but not hexagonally arrayed intramembranous practicles (approximately 130 A) on the B face and pitted areas on the A face of the plasmalemma. Gap junctions were quite numerous and counts of gap and non-gap particles indicated at least a five-fold particle density increase (4000/mu2) compared with B face particle densities (approximately 800/mu2) from free circulating blood cells where gap junctions had not been formed.