Pathological changes in the retinal pigment epithelium (RPE) in a strain of chickens having hereditary blindness and retinal degeneration were described at the ultrastructural level. Photoreceptors in the retinal degenerate (rd) chicken had previously been noted to degenerate within a week after hatching. Affected chicks have neural retinas that are morphologically comparable to normal animals prior to that time despite an obvious lack of vision. In the present study, no pathological changes were noted in rd RPE prior to the time of photoreceptor degeneration. However, while mitochondria in the normal chick's RPE underwent diurnal changes in morphology within a few days of hatching, pleomorphic or ring mitochondria were not seen with high frequency in the rd chick. After photoreceptors began degenerating, changes were seen in the rd RPE. By 2 weeks of age, we noted a reduction in the depth and number of basal infoldings, an increase in number and size of autophagic vacuoles and large whorls of membranous material within rd RPE cells. Membranous debris and what appeared to be broken off outer segments were seen in the subretinal space at that time. These phenomena became more prominent and prevalent with time. In 3-4 week old specimens, nearly intact outer segments were seen within RPE cytoplasm. At the same time very few intact outer segments were present on photoreceptors. After this time degenerative changes were seen in the RPE: a thinning of cells (apical to basal cell width), spreading out of cells (increased distance between intercellular junctional complexes), hypopigmentation of cells and presence of free cells in the sub-retinal space. Some RPE cells appeared in a rounded up configuration, bulging into the subretinal space and making junctional complexes with remaining photoreceptor inner segments or Mueller cell processes. Many RPE cells did appear to maintain their phagocytic abilities, as evidenced by presence of many microvilli and pinocytotic vacuoles in the apical cytoplasm.