In two archaeognathans, Lepismachilis notata and Machilis hrabei, the midgut epithelium and processes of its regeneration and degeneration have been described at the ultrastructural level. In both analysed species, the midgut epithelium is composed of epithelial and regenerative cells (regenerative nests). The epithelial cells show distinct regionalization in organelles distribution with the basal, perinuclear, and apical regions being distinguished. Degeneration of epithelial cells proceeds in a necrotic way (continuous degeneration) during the entire life of adult specimens, but just before each moult degeneration intensifies. Apoptosis has been observed. Regenerative cells fulfil the role of midgut stem cells. Some of them proliferate, while the others differentiate into epithelial cells. We compared the organisation of the midgut epithelium of M. hrabei and L. notata with zygentoman species, which have just been described.