This report describes an immunoferritin labeling study of mouse H-2 histocompatibility antigens on epithelial cells dissociated from stomach, duodenum-jejunum, ileum, trachea, diestrus uterus, gall bladder, and vas deferens. Before cell dissociation, most of the organs were prefixed in periodate-lysine-paraformaldehyde to preserve the shape of the cells and to immobilize H-2 antigens in their native positions. Five kinds of epithelial cells expressed H-2 antigens on lateral and basal membranes but not on apical membranes. These were the lining cells of the upper intestine, ileum, gall gladder, uterus, and the tracheal brush cell. The antigens were continuously distributed on the lateral and basal membranes of these cells and appeared to be absent from the apical membranes, rather than masked by the fuzzy coat. On four other epithelial cell types H-2 antigens could not be detected. These were the lining cells of the vas deferens, parietal and chief cells from the stomach, and ciliated tracheal cells. It does not seem to be uncommon for normal nucleated cells to lack H-2 antigens. On fixed and labeled epithelial cells from the upper intestine the zonula occludens membranes were unlabeled, while the zonula adherens and desmosome membranes were labeled as densely as the remainder of the lateral membranes. The zonula occludens membrane thus constituted the boundary betewen the unlabeled apical membrane and the labeled lateral membrane of these cells. Intestinal epithelial cells dissociated without prefixation showed a patchy distribution of H-2 antigens on their lateral membranes after indirect labeling, indicating antigen mobility in this membrane. On the same unfixed dissociated cells the antigens were able to migrate from lateral to apical membranes, a movement which appears to be prevented in the intact epithelial layer by the occluding junction. The absence of H-2 antigens from apical membranes and their inability to migrate through an intact zonula occludens suggest that these molecules must reach the lateral membranes of epithelial cells by a pathway which is distinct from that followed by apical membrane components.