A fine structural study was made of the ganglia, neurons, Schwann cells and neuropil of the submucous plexus of the guinea-pig ileum. The arrangement of the plexus as seen by light microscopy is briefly described. Submucous ganglia are small, containing an average of eight neurons per ganglion (compared with 43 in myenteric ganglia) and are connected with each other by fine nerve strands. The cell bodies of neurons and Schwann cells and a neuropil consisting of neuronal and Schwann cell processes from the ganglia. No other cell types or blood vessels are found within the ganglia. Ganglia are surrounded by a continuous basal lamina but lack a well-defined connective tissue investment. The glial investment of neurons is incomplete: many neurons lie directly beneath the basal lamina with no intervening Schwann cell processes, and the plasma membranes of adjacent neurons are often directly apposed over large areas. Other areas of apposition occur between the cell bodies and processes of neurons and Schwann cells. Desmosome-like membrane specializations may be seen between neurons and other neurons or Schwann cells. Submucous neurons could not be categorized according to size, shape, organelle content or types of processes. Processes emerging from nerve-cell bodies were placed into four broad categories on the basis of shape and microtubule content. Many bundles of closely apposed small nerve profiles lacking intervening Schwann processes are found in the neuropil in addition to a large number of vesiculated varicosities, some of which are directly apposed to the plasma membranes of nerve-cell bodies. A small proportion of vesiculated profiles from synapses with nerve cell bodies, their processes and profiles in the neuropil. From their structure, submucous neurons appear to form a more homogeneous population than myenteric neurons. Because of their incomplete investment they are more likely to be freely exposed to substances diffusing in the extraganglionic tissue than are neurons of sympathetic ganglia.