_Cirri._--Posterior cirri, with the upper parts of the segments slightly protuberant; in young specimens, the spines can be seen to consist of five pairs, placed in two converging lines in the upper half of each segment, with numerous minute, latero-marginal, and intermediate little bristles: in large specimens, all these latter have so increased in number, that the normal five pair cannot be distinguished, and the front of each segment is covered by a triangular thick brush of bristles, all pointing in the same direction, thus giving a very unusual character to the posterior cirri: the dorsal tuft on each segment consists of six or seven large spines, with from one to three dozen fine ones. First cirrus and anterior ramus of second cirrus with broad brushes of bristles. The pedicels of all the cirri are thickly covered with bristles. _Caudal_ appendages smooth, with rounded summits. _Penis_ very hairy: vesiculæ seminales purple, much convoluted, lying within the prosoma; testes dendritic, scarcely enlarged at their terminal points, purplish; ovigerous fræna large with sinuous margins, the glandular beads being arranged in groups. _Size._--The largest specimen (from the coast of Devonshire) had a capitulum 1.6 of an inch long, and 1.2 broad, and of unusual thickness. _Colours_, after having been in spirits: front surfaces of the segments of the cirri and of the pedicels purple. In some specimens from off Borneo, parts of the sack and the interspaces between the two scuta, were of a fine purple. Montagu states, that the whole shell and body of animal, when fresh, are pale blue, with the cirri spotted with brown. _General Remarks._--The extreme variability of this species is remarkable. In the College of Surgeons, there is a group of specimens collected by Mr. Bennett, I believe, in the Atlantic, in which the extreme narrowness of the carina and of the terga (Pl. I, fig. 6, _b_, _c_) (with consequent wide spaces of membrane left between these valves), led me, at first, to entertain no doubt, that it was quite a distinct species, which was strengthened by finding that the whole surface of the cirri were villose, with very minute spines; hence I called this variety, _villosa_. On the closest examination, however, I could detect no other differences, and the narrowness of the carina and terga varied very considerably: moreover, in one of the specimens, which was about intermediate in the form of its valves between this variety and the common form, the surfaces of the cirri were not in the least degree villose. Again, in some other specimens, the terga were as narrow as in Mr. Bennett’s, whilst the carina had its usual outline.