The fine structure of epithelial cells of the small ventral prostate of Pseudomys australis males was studied. The cells were sometimes binucleated, exhibited relatively little granular endoplasmic reticulum, generally few secretory granules (probably reflecting a low proteinaceous secretory activity) but had abundant agranular endoplasmic reticulum (AER) similar to that in steroidogenic cells. Some of the mitochondria also showed tubular cristae. Furthermore, most cells had some irregular dense bodies in the cytoplasm which may have developed, by a gradual transformation process, from the membranes of AER, mitochondria and other organelles; they could be the product of degenerative changes in these organelles. These findings indicate a significant difference in the structure of these cells from those present in the ventral prostate of the hopping mouse, Notomys alexis. It is speculated that this gland secretes relatively little protein but perhaps more lipid or cholesterol-derived substance.