The ultrastructure of the normal guinea-pig tracheal mucosa has been characterised by transmission and scanning electron microscopy. The pseudostratified epithelium was composed of basal cells, goblet cells, ciliated cells and intermediate cells. Interepithelial granulocytes and lymphocytes were occasionally seen. Regional variations in the distribution of goblet cells and ciliated cells were noted, and the continual turnover of the epithelial cells was manifested in the findings of proliferating, differentiating and exfoliating cells. The function of the numerous microvilli extending into the lumen remains unknown, although the bundles of actin filaments in their core and the anionic properties of their surface suggest a dual function, as motile processes and as sites of re-absorption of excess fluid. Numerous microtubules criss-cross the apex of the ciliated cell. It is suggested that they are an integrated part of the cytoskeleton and/or are involved in some kind of intracytoplasmic transport. Other microtubules are attached to the basal feet and penetrate deep into the cytoplasm; their function has yet to be elucidated. A possible role may be that they, alone or in conjunction with the microfilaments (actin) of the cell cytoplasm, constitute a contractile mechanism responsible for the synchronous beating of the cilia in a given cell. Only in rare cases have the basal bodies developed striated rootlets. Morphological evidence from the current study, that the ciliary crown is in physical contact with the superficial mucus layer, supports the hypothesis that this structure serves as a special device for pushing the mucus forward.