The ventricular surface of the subfornical organ of the frog is made up of ependymal cells with numerous apical microvilli, occasional cytoplasmic protrusions and many vacuoles projecting into the lumen of the third ventricle. Between these cells dendrites of cerebrospinal fluid-contacting neurons reach the ventricle to terminate in bulbous enlargements. In addition, flask-shaped encephalo-chromaffin cells, containing granulated vesicles and aggregates of filaments in their cytoplasm, project into the cerebrospinal fluid. Surrounding the centrally located capillaries are enlarged dendrites and axons of heterogeneous morphology, some of which appear to originate within the subfornical organ, intermingled with dendrites and axons of normal structure. The glial cells in this region, especially the microglial cells, often contain large lipofuscin inclusions, suggestive of degeneration and subsequent phagocytosis of some of the enlarged dendrites and axons. The normally scarce neurosecretory peptidergic axons become more evident and form typical Herring bodies in stalk-transected animals. Neuronal perikarya of varying morphology are predominantly located peripheral to the region of enlarged dendrites and axons. Supraependymal macrophages are particularly numerous on the subfornical organ.