The digestive system of several species of sea spiders (Pycnogonida, Arthropoda) was studied by electron microscopy. It is composed of the foregut inside a long proboscis, a midgut and a hindgut. Lips near the three jaws at the tip of the proboscis receive several hundred ductules originating from salivary glands. These previously undetected glands open on the lips, a fluted, projecting ridge at the external hinge line of the jaws, i.e., to the outside of the mouth. This disposition suggests affinities to the chelicerate line. The trigonal esophagus within the proboscis contains a complex, setose filter device, operated by dedicated muscles, that serves to reduce ingested food to subcellular dimensions. The midgut has diverticula into the bases of all legs. Its cells differentiate from the basal layer and contain a bewildering array of secretion droplets, lysosomes and phagosomes. In the absence of a hepatopancreas, the midgut serves both digestive and absorptive functions. The cuticle-lined hindgut lies in the highly reduced, peg-like abdomen. Traditionally, pycnogonids have been claimed to have no excretory organ at all. Such a structure, however, has been located in at least one ammotheid, Nymphopsis spinosissima, in which a simple, but standard, excretory gland has been found in the scape of the chelifore. It consists of an end sac, a straight proximal tubule, a short distal tubule, and a raised nephropore. The end sac is a thin-walled and polygonal chamber, about 150 microm in cross section, suspended in the hemocoel of the appendage, its edges radially tethered to the cuticle at more than half a dozen locations. This wall consists of a filtration basement membrane, 1-4 microm thick, facing the hemocoel, and internally of a continuous carpet of podocytes and their pedicels. The podocytes, measuring maximally 10 by 15 microm, have complex contents, of which a labyrinthine system of connected intracellular channels stands out. These coated cisternae open into a central vacuole that often rivals the nucleus in size. The design of the organ closely approximates that of the primitive crustacean Hutchinsoniella macracantha.