Winter flounder (Pseudopleuronectes americanus) are hatched as bilaterally symmetric larvae which live near the ocean surface. At metamorphosis, they become laterally compressed, one eye migrates to the opposite side of the head, and they live the remainder of their lives lying on their blind side on the ocean floor. The present study characterizes and quantifies retinal cell distribution throughout the larval period and contrasts it with the adult retina. Based on light- and electron-microscopic analyses, retinas of larval flounder contain only a single cone-like photoreceptor type, arranged in a hexagonal array. In contrast, after metamorphosis, the adult retina has three types of photoreceptors: rods, single cones, and double cones. Rod photoreceptors are numerous in the ventral retina and decrease in density dorsad. The cone photoreceptor density, in contrast to rods, is higher in the dorsal retina decreasing ventrad. Adult cone photoreceptors are arranged in a square mosaic with four double cones surrounding one single cone. The differences in larval and adult retinal morphology reflect the distinctly different habitat each occupies.