Thirty parous ewes were divided into six groups and sacrificed on day 0 (first day of estrus), 1, 2, 10, 15 or 16 of the estrous cycle. The cervices were removed immediately and processed for examination with the scanning electron microscope. Observation of the tissues reveals that the surface of the cervix is highly convoluted, which results in the formation of numerous folds or crypts. Two forms of columnar epithelial cells, a ciliated and a non-ciliated cell with microvilli, line the luminal surface of the cerix in the day 10, luteal-phase ewes. However, on day 15, 2 days before estrus, the non-ciliated cells differentiate into two morphologically distinct types of secretory cells. One type forms when the apex of the non-ciliated cell dilates outward into the lumen of the cervix. Concurrent with apical enlargement, the microvilli are lost and the limiting cell membrane becomes smooth. The other type of cell is characterized by only a slight apical swelling. Consequently, remnants of microvilli along with secretory granules can be observed on the limiting membrane of this cell. Both cells release a particulate component, which is believed to be a precursor of mucus, into the lumen of the cerix. These particles undergo a series of morphological transformations to form a fibrillar layer, generally referred to as 'cervical mucus', that covers the epithelial surface at estrus. One to 2 days following the onset of estrus, the fibers become more closely assoicated with amorphous material that begins to coagulate, thereby revealing the underlying ciliated and non-ciliated cells that characterize the cervix of the luteal-phage ewe. The cyclical variation in secretory cells and factors that may influence that structural transformations which occur in mucus are discussed.