Thyroid glands from female rats kept vitamin A deficient for one, two, and three months were examined by electron microscopy. After one month on the diet, no consistent alterations were noted. After two months, the colloid in some follicles displayed a peripheral zone of decreased density. In addition, ultimobranchial follicles within the gland had become keratinized. After two to three months on the diet, cells were seen entering the colloid. Many of these cells were identified as follicular cells since they often occurred in groups and occasionally exhibited remnants of desmosomes. Often the cells within the colloid appeared vacuolated, and by light microscopy were thought to contain lipid. However, electron microscopy revealed that these cells contained many digestive vacuoles rather than lipid droplets. Quantitative and autoradiographic studies indicated that thyroids of vitamin A deficient rats took up less radioiodide than thyroids of control rats. The keratinization of ultimorbranchial follicles in vitamin-A deficiency has been suggested as preliminary in the histogenesis of squamous cell carcinoma. However, an effect of vitamin A deficiency on thyroid follicular cells has not heretofore been reported. It's possible that the presence of follicular cells in the colloid reflects an accelerated turnover of these cells and could indicate an early pathological sign.