The ultrastructure of astrocytes and oligodendrocytes was investigated in rats 10 days, 30 days, and 10 weeks after portocaval anastomosis (PCA). Cell and nuclear sizes were measured by planimetry on randomly sampled cells magnified X 24,000. The volume fractions of mitochondria, glia fibrils, and lipofuscin granules were measured in astrocytes by electronic image analysis. The mitochondrial profile area distribution and oligodendrocyte mitochondrial content were likewise estimated. All PCA animals had an increased astrocyte cell and cytoplasmic area, and after correction for cytoplasmic edema all groups had an enhanced mitochondrial fraction and mitochondrial number. The mitochondrial sizes were increased in all PCA groups. The mitochondrial profile area distribution curves did not suggest more than one group of mitochondria. All PCA groups had increased fractions of lipofuscin granules and glia fibrils. The oligodendrocytes had a slight fall in cell, nuclear, and cytoplasmic area after 30 days of shunting, and the mitochondrial fraction was diminished. After 10 weeks of PCA, all changes were reversed to normal values. It is concluded that the astrocytes are the active cells in the brain metabolism of ammonium. The oligodendrocytes seem to be dependent on neuronal integrity and do not contribute to the brain ammonium metabolism. The increase in astrocyte lipofuscin granules content may be explained by a beginning neuronal loss.