Summary.Ultrastructure and acid phosphatase activity in Paneth cells, which are thought to play a role in regulation of the intestinal flora, were observed in control and germ-free rats (5 weeks of age, male). Examination of the germ-free rats revealed: 1) secretory granules with coarse and a low-electron dense matrix in the duodenal, jejunal and ileal Paneth cells; 2) numerous and larger lysosomes in ileal Paneth cells ; and 3) contact or fusion between the secretory granules and lysosomes in ileal Paneth cells. Acid phosphatase activities in Paneth cells were observed in the GERL of NOVIKOFF (1964) and lysosomes in germ-free as well as control rats.None of the secretory granules showed any acid phosphatase activity. The fact that the lysosomes fused with the secretory granules suggests that the process of crinophagy occurred in the Paneth cells of germ-free rats.The function of Paneth cells has remained obscure, even though their study was initiated over a century ago (ScHWALBE,1872). RIEcKEN and PEARSE (1966) suggested that the Paneth cell secretory granules are lysosomal in function, because of their positive cytochemical reactivities for lysosomal enzymes such as acid phosphatase and esterases. It has been well established that one of the main substances contained in the Paneth cell secretory granules is lysozyme (see review by SANDOW and WHITEHEAD, 1979;HEITZ and WEGMANN, 1980; LOPEZ-LEWELLYN and ERLANDSEN, 1980;RODNING et al., 1982). As lysozyme breaks down the mucopeptidic cell walls of bacteria, it follows that Paneth cells may play a role in regulation of the intestinal flora. ERLANDSEN and CHASE (1972a, b) suggested that Paneth cells are "fixed phagocytes" in the intestinal crypt.For elucidation of the function of Paneth cells, examination of their ultrastructural characteristics in germ-free animals is in order. OTTO and LEWERENZ (1973) observed these cells in germ-free rats containing many degenerative secretory granules, and suggested that there might be no stimulation for the occurrence of exocytosis in the Paneth cells in germ-free state.This study aims to reveal the differences in the ultrastructure of duodenal, jejunal and ileal Paneth cells between control and germ-free rats, with special reference to the secretory granules and lysosomes. The ultrastructural localization of acid phosphatase activity in the cells in germ-free rats will also be described.