Effect of estradiol-17 beta on rat vaginal epithelial cells (VEC) was studied by transmission electron microscopy. During the normal estrous cycle in adult rats keratinization and exfoliation of VEC was observed only in the estrus phase, though tonofilament bundles were seen distributed in the cytoplasm of the VEC during the proestrus and, to a lesser extent, in the diestrus phase. Electron microscope data on adult ovariectomised, immature and neonatally estradiol-primed rats demonstrated keratinization of the VEC within 24 h of injection. Proliferative activity was observed in the basal cells in primed animals. The basal cells remained cuboidal whereas cells of intermediate and luminal layers became flattened. These cells showed irregular profiles and, therefore, enhanced numbers of cellular junctions (desmosomes) were observed compared to control groups. Many tonofilament bundles were seen in the cytoplasm of cells belonging to intermediate and luminal layers in primed animals.