The adoral sense organ in bivalve molluscs is a paired ridge of specialized epithelium positioned laterally at the base of the labial palps near the mouth opening, clearly distinguishable from the surrounding epithelia. Six species of the protobranch order Nuculoida, and one species of Solemyoida, were investigated by light microscopy concerning presence, gross anatomy, and innervation of the adoral sense organ. The organ was described in detail for Nucula nucleus and N. nitidosa by transmission electron microscopy; in these two species, the organ was characterized as a pseudostratified epithelial thickening with specialized cells bearing a specialized microvillar border and a basal matrix with a lamellar layer. Three types of bipolar primary receptor cells were recognized and these were reconstructed for N. nucleus. Most of the receptor cells had 2 cilia orientated parallel to the cell surface; in addition, there were 2 types of supporting cells and 1 type of basal cell. The surrounding epithelial cells were narrow with short microvilli and lacked cilia. The homology of the organ within protobranch bivalves was suggested by a character-complex of (1) position, (2) dimension of the epithelium, (3) innervation, (4) pseudostratified construction, (5)dimension of the specialized microvillar border, (6) thickening of the basal matrix, and (7) presence of specialized cell types such as receptor cells. Despite the estimated high number of protobranch species there is only scant information available on the adoral sense organ from 24 species of 8 genera. Structures and receptor types that are similar to those found in the adoral sense organ are widespread in molluscs and other invertebrate groups; this may indicate a plesiomorphy of these characters rather than an apomorphy for the protobranch clade. Therefore, the adoral sense organ may be of minor phylogenetic value above the level of protobranch orders.