The anterior end of Arenicola contains an elaborately organized apparatus which has hitherto escaped accurate description, although it is of evident importance in the processes of extrusion and withdrawal of the proboscis, and exhibits striking variations within the genus as at present constituted. The ‘proboscis apparatus”, as it will be termed, includes the following components: (i) the proboscis itself and the first part of the oesophagus, together constituting the anterior portion of the gut; and (ii) the retractor sheath and gular membrane (“first septum” or ‘first diaphragm” of previous authors), both of which, in the writer's view, are derived from the first septum. Although of diverse morphological origin, these components are built together into a functionally unified whole. The purpose of the following paper is to give an account of the anatomy of the apparatus on which later studies of its mode of action can be based. The three species to be described, A. ecaudata Johnston, A. claparedii Levinsen and A. marina L., are chosen to represent the three sections into which the genus naturally falls. It will be shown that the proboscis apparatus undergoes characteristic structural modifications in each of the three, although its basal plan is always the same. So great are the divergences that probably each of them extrudes its proboscis in a different way.