The effects of starvation on ultrastructure of digestive gland cells were studied in furcilia larvae of Antarctic krill (Euphausia superba: hereafter krill). Under laboratory conditions, larvae were starved for 0, 5, 10, 15, 20 and 25 days, and their R-cells were investigated by transmission electron microscope. R-cells are thought to play a role in the storage and absorption of nutrients. In fed larvae, numerous mitochondria scattered homogenously, and densely packed microvilli were observed on the apical surface of R-cells. After 5 days of starvation, mitochondria were swollen and were found concentrated in the apical region in R-cells. A decrease in cell volume and an increase in thickness of the basal lamina with many irregular infoldings were observed after 10-15 days of starvation. Lipid droplets were rarely found in the R-cells regardless of whether larvae had been fed or starved suggesting an inability to store lipid. Without the ability to store energy in the form of lipid, survival would be dependant on sourcing continuous food until maturation. © 2008 Springer-Verlag.