Foot structures of the spiny top shell, Batillus cornutus were investigated by light and transmission electron microscopy. The foot was composed of epithelial layer, connective tissue layer, and muscular layer from outside inward. The epithelial layer was multiple-folded and simple and was composed mostly of columnar and mucous cells. Epithelial layer thickness was approximately 40 μm in the pedal body and approximately 30 μm in the opercular zone. Distribution of mucous cells in the epithelial layer was found to be higher in the opercular zone than those in the pedal body. Mucous cells contained acidic material abundant in sulfate and carboxylate group, from the results of AF-AB reaction. From TEM observation, the epithelial layer is composed of epithelial cell, ciliated cell, absorptive cell, and secretory cell. Secretory cells can be classified into six types (A, B, C, D, E, F) in accordance with the shapes and ultrastructural characteristics of secretory granule. Type A secretory cell is the most abundant cell of the six types of secretory cells. The type of muscle fibers was mostly smooth muscle fibers. Muscle fibers can be divided into two types, one that is composed only of thin microfilaments and the other composed of thin and thick microfilaments.