Thin-section, freeze-fracture, tracer and cytochemical methods showed that papillary cells were characterized by the presence of numerous mitochondria and microvilli. The cytoplasms contained Golgi apparatus, multivesicular bodies (MVB), tubular structures and coated vesicles. In freeze-fracture replicas, some tubular structures and vesicles were continuous with the cell surfaces. Intravenously-injected horseradish peroxidase (HRP) was rapidly incorporated into the papillary cells via coated vesicles and tubular structures. Horseradish peroxidase-labelled coated vesicles and tubular structures then fused with endocytic vacuoles and MVB. These endocytic vacuoles and MVB showed HRP-labelling of various degrees. Acid-phosphatase activity was demonstrated in the Golgi apparatus, endocytic vacuoles and MVB of papillary cells. Enzymic activity sometimes took place in tubular structures but never occurred in coated vesicles. These results indicate that absorptive and digestive activities of papillary cells are closely related to loss of organic materials from the enamel matrix during enamel maturation.