Brooding in the octocoral Xenia macrospiculata is described. Young planulae of X. macrospiculata were found in brooding pouches located below the anthocodia among the polyps' cavities. These cavities are connected by and lined with ectoderm. Detached zooxanthellae were present within the brooding pouches, and are most probably acquired later by the planulae. The zooxanthellae enter into ectodermal ameboid cells by phagocytosis, and are then transferred to the endoderm.