The intramembrane structure of epithelial apical, lateral and basal membranes was compared with that of the endothelium in normal rabbit corneas. The cytoplasmic membrane leaflet (P-face) of apical epithelial membrane displays randomly scattered intramembrane particles over the apical microvilli. Apical endothelial P-face membranes, by comparison, are covered by densely-packed particles. The lateral membranes of superficial epithelial cells display delicate tight junctions, punctate particle aggregates characteristic of desmosomes, and small gap junctions. Background intramembrane particles are randomly distributed and not densely packed. Large gap junctions and fewer desmosomes are present on deeper epithelial cells, including basal cells. By comparison, the endothelial lateral membranes display densely-packed, background particles and numerous triangular-shaped, gap junctional particle aggregates bordered by strands of particles resembling tight junctions. At the apical border, long anastomosing tight junctional strands are present. The basal E-face membranes of both cell layers adjacent to the basement membrane are similar in that they have sparse particles and vesicle fusion sites. Small particle aggregates are present on basal epithelial membranes at sites of hemidesmosomes. Quantitation of particle size and density on P-face apical and lateral membranes of each cell layer reveals that particle density on endothelial membranes is more than twice that on epithelial membranes. Particle sizes are similar on both cell layers and mean diameter ranges from 8.7 to 9.2 nm. The differences in intramembrane particle density and junctional aggregates on epithelial and endothelial membranes reflect membrane constituents associated with functional differences of these two cell layers.