The ciliated ependyma of the rat brain consists of a sheet of epithelial cells, the luminal surface of which is reflected over ciliary shafts and numerous evaginations of irregular dimensions. The relatively straight lateral portions of the plasmalemma of contiguous cells are fused at discrete sites to form five-layered junctions or zonulae occludentes which obliterate the intercellular space. These fusions occur usually at some distance below the free surface either independently or in continuity with a second intercellular junction, the zonula adhaerens. The luminal junction is usually formed by a zonula adhaerens or, occasionally, by a zonula occludens. The finely granular and filamentous cytoplasm contains supranuclear dense bodies, some of which are probably lysosomes and dense whorls of perinuclear filaments which send fascicles toward the lateral plasmalemma. The apical regions of the cytoplasm contain the basal body complexes of neighboring cilia. These complexes include a striated basal foot and short, non-striated rootlets emanating from the wall of each basal body. The rootlets end in a zone of granules about the proximal region of the basal body, adjacent to which may lie a striated mass of variable shape. All components of the basal body complex of adjacent cilia are independent of each other.