The rough endoplasmic reticulum (RER) of Xenopus laevis hepatocytes was examined by freeze-fracture and by conventional thin section electron microscopy. Much of the RER was present as stacks of cisternae at the cell periphery but, in addition, large whorls of cisternae were seen in the cytoplasm in most sections. Freeze-fracture replicas revealed fenestrae in both stacked and whorled cisternae, although the fenestrae were more numerous in the whorls. The role of these fenestrae is unknown, but such structures would facilitate access of precursors to the protein synthetic machinery in this highly metabolically active cell type. This would be particularly important in RER whorls, where the innermost cisternae would otherwise be isolated from the rest of the cytoplasm.