The elopiform teleost Engraulis japonica was used for a light and electron microscopical study of the follicle epithelium in the rostral pars distalis of the pituitary. In this species, which has one large follicle in the anterior hypophysis, there is no persistent orohypophysial duct in postmetamorphic stages. The apical pole of the prolactin cells is almost completely overlaid by a surface layer of flattened epithelial cells with a thick glycocalyx. The prolactin cells reach the follicular lumen through "pores" in this cell layer and at the site of the pore the prolactin cells bear unusual specializations consisting of one cilium, several tall microvilli, and a mass of granular material. Prolactin release takes place at the basal pole of the cells.