The characteristic ultrastructure of thyrotrophs of the rat anterior pituitary was observed by immuno-electron microscopy and enzyme cytochemistry with increasing time after thyroidectomy (TX). The rough endoplasmic reticulum (ER) became dilated, the intracisternal granules reacted to serum raised against thyroid stimulating hormone (TSH) around 21 days after TX, and lysosomes and peculiar structures with positive acid phosphatase activity were present. The administration of thyroxine (T4) to the thyroidectomized rats resulted in the reformation of secretory granules, a reduction of dilated cisternae of rough ER and the activation of the lysosomal systems. Morphological features indicating that the TX-cells might be derived from growth hormone (GH) cells or cells other than TSH cells, previously suggested by some researchers, were not recognized in the present study. The amount of serum and pituitary TSH was measured by radioimmunoassay (RIA), and correlated well with the morphological changes. These results indicate that the TX-cells are hypertrophied hyperfunctioning TSH cells that have been affected by the lack of negative feedback of thyroid hormone.