The fine structure of subsurface cisternae and lamellar bodies in the outer hair cells of the guinea-pig organ of Corti was studied with thin sections and freeze-fracture replicas. Subsurface cisternae in the outer hair cells consist of multilayers along the lateral plasma membrane of the cell. The outermost layer is a flattened cistern in the upper part of the supranuclear region, but comprises a series of tubules in the lower part. Deeper layers are fenestrated cisternae in which disc-like areas are found in the upper part of the supranuclear region. Lamellar bodies consist of concentric layers of fenestrated cisternae and are located in the apical cytoplasm beneath the cuticular plate. They are continuous with the subsurface cisternae. In the supranuclear cytoplasm, bulges of the subsurface cisternae and the lamellar bodies are found. Dilated cisternae are also present. Some dilated cisternae contain many small vesicles, which display acid phosphatase activity. The dilated cisternae are considered as forms of the bulges undergoing transformation into multivesicular bodies. The possible role of the lamellar bodies, and the origin and fate of the subsurface cisternae are discussed.