Body wall muscles of an acanthocephalan Macracanthorhynchus hirudinaceus were studied by means of scanning and light microscopy and intracellular recording of potentials. Three types of spontaneous potential changes were found: larger (L) potentials which usually exhibited overshoot and were as large as 65 mV; smaller symmetric (A) potentials approximately 15 mV in amplitude; and even smaller asymmetric (S) potentials which sometimes reached 10 mV. The potentials recorded depended upon the position of the electrode in the anterior-posterior, as well as the medialateral, axis. Tetrodotoxin eliminated L but not S potentials. Ouabain lengthened the time for depolarization of L potentials and depolarized the membrane potentials. It is suggested that the rete system activates the body wall muscles in Acanthocephala.