Ultrastructure and three-dimensional architecture of the papillary layer and associated capillaries in the enamel organ of 2-3-month-old kittens were examined by means of routine thin sections, freeze-fracture, and scanning electron microscopy of the tissues digested by HCl-collagenase and of vascular corrosion casts. Outwardly, the papillary layer formed gently sloping upheavals, but did not show prominent papillary ridges. The papillary cells were characterized by a high concentration of intramembranous particles on the plasma membrane P-face, by numerous hemi-annular gap junctions between the cell process of one papillary cell and the cell body of another host cell, and by annular gap junctional vesicles in the subsurface cytoplasm. Some annular gap junctions appeared partially degenerated. These findings led us to speculate that these annular gap junctions are produced by the endocytosis of gap junctional membranes from the cell surface into the subsurface cytoplasm. Capillaries were distributed on the enamel organ within shallow furrows between the papillary upheavals. A part of these capillaries penetrated deeply into the enamel organ but did not contact the ameloblasts. The endothelial walls of the capillaries were pierced with many endothelial fenestrations, especially when facing the papillary layer. The endothelial cell also contained numerous micropinocytotic vesicles throughout its entire cytoplasm. These findings suggest that the papillary cells and associated capillaries are highly specialized for transport of solutes and molecules between the vascular region and the enamel organ during the phase of enamel maturation.