The structure of the light- and dark-adapted retina, pigment epithelium and choriocapillaris of the cutlips minnow, Exoglossum maxillingua (Cyprinidae, Teleostei) is examined by light and electron microscopy. A pronounced vitreal vascularisation overlies the inner retina where the blood vessel walls, the inner limiting membrane and the Müller cell endfeet are all closely apposed. The thick Müller cell processes divide the inner plexiform layer and nerve fibre layer into discrete compartments. The ganglion cells do not form fascicles and lie within both the ganglion cell and inner plexiform layers. The inner nuclear layer consists of amacrine, bipolar, Müller cell somata and two rows of horizontal cells. The photoreceptor terminals comprise either multiple (3-5 in cone pedicles) or single (rod spherules) synaptic ribbons. These photoreceptor terminals form either a triad (rods and cones) or a quadrad (cones) arrangement of contact with the invaginating processes of the inner nuclear layer cells. The horizontal cell processes of the cone photoreceptor terminals reveal spinule formation in the light-adapted condition. Five photoreceptor types are classified using morphological criteria; triple cones, unequal double cones, large single cones, small single cones and rods. The ratio of rods to cones is approximately 7:1. All photoreceptor types show retinomotor responses. Only the cones possess accessory outer segments but both rods (8-11) and cones (15-19) possess calycal processes. The retinal pigment epithelium displays retinomotor responses where pigment granules within fine apical processes move vitread to mask the rods in the light. The cells of the retinal pigment epithelium are joined by various types of junctions and contain numerous phagosomes, mitochondria and polysomes. Bruch's membrane or the complexus basalis is trilaminate with two types of collagen fibrils comprising the central layer. The endothelia of the blood vessels of the choriocapillaris, facing Bruch's membrane, are fenestrated. Two to three layers of melanocytes interspersed between large thin-walled capillaries and several layers of collagen fibrils comprise the choriocapillaris.