Prolactin is known to enhance the uptake and metabolism of testosterone in male accessory sex organs and to increase the weight of accessory sex organs from castrated rats over those from controls treated with testosterone alone. The present study was directed toward defining fine structural changes detectable with scanning and transmission electron microscopy which might accompany such responses. Accordingly, rat ventral prostate gland was examined from castrated animals which had received testosterone propionate and ovine prolactin singly or together, or which had received vehicle only. Unoperated animals served as additional controls. Post-castration glandular atrophy was not influenced by prolactin treatment alone. Testosterone restored epithelial height, secretory product, Golgi complexes and rough endoplasmic reticulum, such that cellular and tissue morphology was generally indistinguishable from that of unoperated controls. Prostatic tissue from animals given testosterone and prolactin simultaneously exhibited pleomorphic, cytoplasmic apical projections which extended into the acinar lumen. Transmission electron microscopy demonstrated that these blebs were devoid of organelles and microvilli; scanning electron microscopy revealed that the blebs were highly wrinkled and more numerous than were the projections observed in tissue from animals treated with testosterone alone, or in tissue from unoperated controls. It is suggested that such blebbing may reflect enhanced apocrine secretion in prolactin/testosterone stimulated restoration of the prostate gland in castrated rats.