Among insects, the epidermal cell cycle pattern is related to the type of ontogenetic development. In taxa undergoing complete metamorphosis, cells are commonly maintained in the G2 stage of interphase between bouts of cell division. In crustaceans, as in insects exhibiting incomplete metamorphosis, it is believed that cells ordinarily remain in G1 for much of the intermoult, with DNA replication occurring late in the moult cycle followed closely by cell division. The present study reveals a differing pattern of epidermal cell division in two distantly related members of the cladoceran crustacean genus Daphnia. Cell cycle kinetics were examined in the last juvenile instar of each species using DNA content determinations and estimates of mitotic frequency. These analyses confirm that each epidermal cell possessed the diploid DNA amount, completed a single cell cycle, and remained in G1 for the majority of the instar. However, DNA replication occurred shortly after moulting and was followed by intense mitotic activity so that cell proliferation was restricted to a short period soon after ecdysis. Cell densities during the instar increased by approximately 60 and 100% for D. pulex and D. magna, respectively.