The distribution and morphology of phagocytic (Type II) supraependymal cells residing within the third ventricle of the guinea pig were investigated by scanning electron microscopy. Type II supraependymal cells were restricted to nonciliated regions of the ventricle. They were most numerous on the choroid plexus, abundant within the infundibular recess and were present on the ventricular floor in the region of the median eminence. Morphologically, they were characterized by a soma from which pseudopodia-like processes extended to the subjacent ependyma. Type II cells varied in configuration according to their location. Those residing on the choroid plexus typically had irregular somas and possessed processes that generally terminated in finger-like extensions. In contrast, cells on the ventricular floor and within the infundibular recess were stellate and possessed processes that terminated in fan-like cytoplasmic expansion. There were no differences noted in the frequency, distribution or morphology of Type II supraependymal cells in male and female animals. Furthermore, cell frequency did not appear to vary in relation to the estrous cycle. The data suggest that the pleomorphism exhibited by Type II supraependymal cells may reflect adaptations to diverse environmental conditions present within different regions of the third ventricle.