Sporocysts of Prosorhynchoides borealis were obtained from the marine bivalves Abra prismatica and studied using transmission electron microscopy. The sporocyst body consists of a mass of branching and intertwining hollow tubules that ramify through the host's digestive gland and gonads. This study investigated the ultrastructure of the sporocyst branches which comprise alternate distended areas (brood chambers) with a relatively thin body wall, narrower portions with a thicker body wall (constricted areas) and terminal regions. Pronounced differences between these areas were revealed in the structure of their tegument and body cavity lining, as well as in the cellular composition of the subtegumental layers. Body wall composition in distended areas was consistent with the specialization for cercarial nurture in the brood chambers. The structure of the constrictions suggested a dual role of nutrient absorption and physical separation of adjacent brood chambers. Two types of terminal region were identified, one specialized for the investigation and penetration of host tissues and the other, in which the germinal cells are formed, for cercarial production. The overall structure of the sporocyst branches helps explain why this linear modular system, i.e. brood chambers and constrictions continuously growing into the host tissue, enables the sporocyst's long-term existence and can continuously produce cercariae in numbers comparable with those produced by rediae and/or daughter sporocyst infrapopulations in other digeneans. The origin of the nuclei in the outer tegumental layer of some branching bucephalid sporocysts is also discussed.