The grass shrimp (Palaemonetes pugio) is a highly transparent, tidal crustacean found in estuaries and intertidal zones. Little is known about the ecological role of transparency in benthic fauna. One hypothesis is that transparency is a form of camouflage that involves the entire organism and may be a mechanism to avoid predation. The level of organismal transparency is highly influenced by the number of pigment cells, i.e. melanocytes and xanthophores, and it is currently unclear if environmental factors can influence the number and color of pigment cells. Therefore, the goal of this study is to determine if the grass shrimp found in the Chesapeake Bay undergo changes in pigmentation when exposed to different optical surroundings. To study this phenomenon, we held grass shrimp in small tanks wrapped in colored material to simulate brown, green, or orange backgrounds that may correspond to different viable habitats occupied by the grass shrimp. Shrimp collected from the James River, VA, were exposed to a color background treatment for two weeks in two separate trials. Shrimp were then photographed over blue construction at 1X resolution using a Teclast microscope camera. The level of translucency was measured by assessing the level of blue background pigment showing through the grass shrimp. From captured images, melanocytes and xanthophores from each individual shrimp sample in each treatment were randomly quantified with a grid overlay using ImageJ software. Our preliminary results show there was a significant difference between backgrounds in melanocyte and xanthophore numbers, with shrimp in the brown tank exhibiting a significantly lower number of pigment cells. This may lead to a difference in shrimp transparency levels in shrimp exposed to different backgrounds. This raises the question of whether these camouflaging responses are adaptive physiological responses to environmental parameters.