The surfaces of miracidia of Schistosoma mansoni were examined ultrastructurally during in vitro transformation to sporocysts. Before transformation, the surface was composed of ciliated epithelial plates (EP) that were set into a reticulum of narrow syncytial ridges (SR). The EP were attached to SR by extensive pleated septate junctions that had 18-24 strands of intramembrane particles (IMP) on the protoplasmic faces and complementary pits on the ectoplasmic faces. These junctions also appeared to separate the EP plasma membrane into apical and basolateral domains with a larger number of IMPs on the latter. Transformation was induced by placing the miracidia in salt containing medium which also halted ciliary beating. In 2-5 hr, the SR expanded until they formed a syncytium covering the parasite surface, while the EP retracted and rounded up. During this time, the EP and SR were held in contact with one another by the septate junctions which became progressively convoluted. Subsequently, the EP detached from the parasite. When transforming miracidia were returned to fresh water, the cilia resumed beating and the EP detached from the parasite surface and exposed the underlying basement membrane. Those EP that remained attached were connected only by septate junctions to the expanded SR. These studies demonstrate that the formation of the syncytium occurs gradually with contact maintained between EP and SR via the septate junctions. Further, the septate junctions are similar to occluding junctions in mammalian epithelia since they segregate the plasma membrane of the EP and they have an adhesive function.