Gill morphology and ultrastructure of the spiny top shell, Batillus cornutus were described using light and electron microscopy (SEM and TEM). The spiny top shell, Batillus cornutus has bipectinate gill. The epithelial layer of gill filament was simple and composed of columnar epithelium, ciliated cell, mitochondria-rich cell and secretory cell. Microvilli were well-developed on the free surface of columnar epithelial cell. The epithelial cells are connected to the neighboring cells with intercelluar junctions at the apico-lateral surface. The cilia and microvilli were commonly observed on the free surface of ciliated cell. Tubular mitochondria appeared in the apical cytoplasm, and connected ciliary rootlet. Mitochondria-rich cells contained a oval-shaped nucleus in the basal area. And majority of cytoplasm was occupied by well-developed mitochondria. Result of AB-PAS (pH 2.5) and AF-AB reaction showed that secretory cells contained mainly acidic carboxylated mucosubstances. Secretory cells are unicellular glands and can be divided into four types (A, B, C and D) depending on the cell shape and ultrastructure of secretory granules.