The irregular epithelial layer which delimits the intermediate part of the endolymphatic sac, and the surrounding perisaccular tissue, were examined morphologically in the guinea pig by transmission electron microscopy. Specialized areas of the epithelium which have previously been designated as "non-vascularized epithelial processes" (NVP) were constantly observed. These proliferative areas showed a close topographical relation to the free luminal cells and contained an abundance of lymphoid cells. Lymphocytes and macrophages were intimately associated with each other in a manner similar to that seen in these two types of cells in antigen-stimulated lymphoid tissues. There was a marked degeneration and phagocytosis of cells. The richly vascularized perisaccular tissue was rich in plasma cells, monocytes, mast cells and lymphocytes. The latter could be seen to migrate through the endothelial cells in the thin post-capillary venules into the sac tissue. The authors consider that the endolymphatic sac plays a role as an immunological defence organ for the internal ear. A hypothetical model concerning circulation and turnover of certain of the free intraluminal cells in presented.