Oesophageal biopsies were studied with the electron microscope. Three layers were identified, as in the light microscopy of the oesophageal epithelium: basal, prickle and funtional cell layers. A continuous basement membrane separated the lamina propria from the basal cells. The basal cell membrane carried hemidesmosomes, desmosomes and microvillous processes. Their cytoplasm contained the usual organelles plus free ribosomes and tonofirbrils. Prickle cells contained glycogen rosettes and many tonofilaments, and their cell membrane many microvillous and demosomal processes, in places elaborated into desmosome fields. In both these layers there was a wide intercellular space containing some particulate and membranous debris. The flattened cells of the functional layer had fewer desmosomes and microvilli but abundant glycogen and tonofilaments, and a narrow intercellular space. Membrane coating granules first reaching a maximum in the functional cell layer appeared in the upper prickle cell layer and few persisted into the surface cells. The apical cell membrane of the most superficial cells was thickened and had few small microvillous processes, which were covered with a filamentous "fuzzy" coat. No keratohyaline granules were present. Papillae of lamina propria contained capillaries, some with a fenestrated endothelium.