An electron microscopic study was made of the mouse leptomeninx with special attention to the ultrastructure of the subarachnoid space. The arachnoid membrane was divided into outer and inner layers. The outer layer was composed of elongated cells in contact with one another with numerous tight junctions. The cells in the inner layer had intricate cytoprocesses , some of which embraced the connective tissue matrix containing collagen fibers. Beneath the arachnoid membrane, there were a loose meshwork of arachnoid cells and a single layer of pial cells. No arachnoid trabeculae were found. The intercellular space of the leptomeninx except in the outer layer of the arachnoid membrane was filled with Ruthenium Red-positive flocculent material and particles, in which various amounts of the collagen fibers and microfibrils were embedded. Elastic fibers were not identified. The subarachnoid space, which is believed to be a specialized channel exclusively containing the cerebrospinal fluid, was not recognized. These observations indicate that the cerebrospinal fluid circulates through the broad intercellular space, which contains extracellular matrix, of the leptomeninx .