Ultrastructural changes of the pancreatic exocrine cells after 3, 7, 14, 21, 28, 35 and 42 days of starvation were observed in male rats aged from 16 to 18 months weighing between 600 and 700 grams. The number of zymogen granules after starvation decreased to less than about 70 per cent of that of the control. Changes in the rough endoplasmic reticulum were hardly seen up to 14 days of starvation as compared with the control, but were observed in the apical and basal cytoplasm of the cell from 21 days after starvation. Particularly in 35- and 42-day starved rats, the rough endoplasmic reticulum was frequently shortened and dilated, and changed to disorganized membranous structures. The lysosomes in the apical cytoplasm of the cell gradually increased in number after starvation, and contact or fusion between the zymogen granules and lysosomes (viz, so-called crinophagy) was often seen at 35 and 42 days of starvation. Large autolysosomes especially those containing zymogen granules and rough endoplasmic reticulum were also marked in the basal cytoplasm of the cell after 35 and 42 days of starvation. Alterations in the basal cytoplasm of the cell appeared later than those in the apical cytoplasm. It was considered that, owing to its role in protein synthesis, the basal cytoplasm of the pancreatic exocrine cells in starved rats might be protected as far as possible during long-term starvation.