Bovine mammary tissue was collected by surgical biopsy at intervals during involution for histological and ultrastructural observation. In lactating tissue (d 0 of involution, collected 8 h after the final milking), alveolar epithelial cells had marked ultrastructural evidence of lactation, including protein-containing secretory vesicles, lipid droplets, extensive rough endoplasmic reticulum, and numerous mitochondria. By d 2 of involution, alveolar epithelial cells contained large vacuoles apparently formed by coalescing of protein-containing secretory vesicles and lipid droplets. Large vacuoles were observed in epithelial cells until about the 3rd wk of involution. By d 2 of involution, the Golgi apparatus generally was not apparent. Rough endoplasmic reticulum and mitochondria were observed throughout the period studied, although in reduced amounts compared with their presence in lactating tissue. A marked increase in lysosomal or cytosegresomal structures in epithelial cells was not observed. There was no evidence of extensive sloughing of epithelial cells from the basement membrane. There was a progressive increase in the interalveolar area and a concurrent decrease in the alveolar luminal area as involution progressed. Ultrastructural examination showed that alveolar epithelial cells at d 21 and 30 of involution appear to be functionally active but not secreting milk components.