the anterior margin, propodos long, dactylos small, transverse; second pair similar in form, but very long and slender. Pereiopoda as in P. spinosa, but with the margins of the squamiform plates smooth. Telson rounded at the extremity. Colour uniformly light brown (when examined under a low power of the microscope the whole body is seen to be dotted with reddish-brown star-like marks). Length 0.35 inch. Hab. Taken along with the preceding species in Dunedin harbour. Sub-fam. Phoxides. (Brit. Mus. Cat. Amphip. Crust., p. 79.) “The cephalon is produced in advance, more like a hood than a rostrum. The superior antennæ are situated considerably in advance of the inferior. The integumentary structure is generally thin and semi-transparent; and I am inclined to think that most of the genera are burrowers, for which purpose the hood-like cephalon affords an efficient protection. The three posterior pairs of pleopoda are double-branched.” Genus Amphilochus, Spence Bate. (Brit. Mus. Cat., p. 107.) Cephalon anteriorly depressed. Eyes two, posterior to the superior antennæ. Superior antennæ without an appendage. Gnathopoda subchelate; in both pairs the carpus is produced along the inferior margin of the propodos. Pereiopoda subequal; coxæ of the third pair not so deep as the preceding. Telson single. (Mandibles with an appendage, terminal joints of the maxillipeds spinous, not clawed.) 1. A. squamosus, G. M. Thomson (loc. cit., p.4, pl. I., fig. 4). Fig. 5a & b. Body broad and thick anteriorly, slender posteriorly. When seen under a medium power of the microscope the integument—which is very thin—is seen to be covered with minute scale-like marks and spines, hence the specific name. The cephalon (fig. 5a) is depressed anteriorly between the bases of the superior antennæ. Eyes large, deep red in colour, but not easily made out owing to the numerous and dense reddish-black spots with which the greater part of the body is coloured. Superior antennæ shorter than inferior; peduncle shorter than flagellum, which is seven-jointed and carries two long setæ at the extremity of each joint. (The last joint of the peduncle bears a minute one-jointed appendage.) Inferior antennæ not one-fourth as long as body; flagellum slender, longer than the peduncle, smooth. Gnathopoda (fig. 5b) subequal and similar in form; meros and carpus produced into obtuse lobes, which are spinous at the extremity; propodos with a rounded palm, and a few spines at the point of impingement of the slender, falcate dactylos. Pereiopoda slender and subequal. Ante-penultimate pleopoda reaching almost to the extremity of the ultimate, smooth; penulti-