A gradation of small rostral to larger caudal neurosecretory cells is found in the preoptic area of fish. Regional variations in ultrastructural features were assessed in this region of fish ranging widely in size (1.7-283.1 g), some of which had received intraperitoneal injections of horseradish peroxidase in order to label neurons projecting beyond the blood-brain barrier (i.e. neurosecretory cells). In small (less than or equal to 6.6 g) fish, neurosecretory cells of the caudal preoptic area were 10-15 microns in diameter and contained dense core vesicles. More rostral smaller cells had few or no dense core vesicles, but were labeled following intraperitoneal horseradish peroxidase injections. Cells in both areas were progressively larger, with larger nuclei and more granular reticulum in larger fish. In large fish, neurons that contained dense core vesicles ranged from 10 microns in diameter rostrally to 70 microns in diameter caudally. Some intermediate and large cells were extensively vacuolated and contained extremely convoluted and possibly multiple nuclei. Degenerating material was seen in apparently normal large fish. A few neurosecretory cells were extensively surrounded by perineuronal electron-dense glial cells. Most neurosecretory cells were involved in extensive soma-somatic apposition, which was especially pronounced in fish which were removed from cold water in late fall. Gap junctions were also clearly present on the somata of preoptic neurosecretory cells of these fall fish. These data imply that increased capacity for hormone secretion in large fish may be accomplished in part by neuronal hypertrophy. Maturational and seasonal variation in structure suggest that physiological characteristics are also variable in this nucleus.