The ultrastructure of the micro-environment of the fully functional rat thymus was studied. The thymus consists of two discrete compartments, viz., an epithelial and a mesenchymal compartment. Thymus fibroblasts/fibrocytes, mast cells and granulocytes, are restricted to the mesenchymal compartment. The thymocyte maturation process seems to occur in the epithelial compartment in a network of reticular epithelial cells. The cortex is finely meshed and filled with proliferating thymocytes and some scattered macrophages. Moreover, in the medulla vacuolated epithelial cells from part of a loosely meshed reticulum which is filled with thymocytes and interdigitating cells (IDCs). IDCs frequently contain Birbeck granules and appear to be phagocytic. Together with macrophages, they probably enter the thymus, predominantly in the cortico-medullary region, and cross the separating wall between the two compartments. Some functional aspects of the non-lymphoid cells and in particular the IDCs, which form the micro-environment of the thymus, are discussed with respect to T-cell development.