The structure of rat respiratory glands has been investigated by light and electron microscopy. The glands exhibited a tubulo-acinar organization. Individual secretory units were composed of serous tubules or serous demilunes and mucous tubules with narrow lumens at the blind end (proximally), and of mucous ducts with wide lumens which opened to the tracheal lumen distally. Near the junction of the duct with the trachea, mitochondria-rich cells and a few ciliated cells were interspersed with mucous cells. It was found that the histology as well as the ultrastructure of the secretory product of these gland cells varied depending upon the location of the glands in the airway. For this reason, the glands of the epiglottis, larynx and trachea have been described separately. Epiglottal glands consisted of many mucous tubules, a few serous elements and an occasional mucous duct. Laryngeal glands contalned many serous and mucous tubules and a few mucous ducts. Tracheal glands were composed of serous tubules, a few mucous tubules and prominent bucous ducts. Serous tubule cell granules formed a uniform population within a cell profile but varied in cells of the epiglottis, compared with those of the larynx and trachea. Granules in mucous tubule cells differed from those of serous cells. Mucous cell granules also appeared uniform within a single cell but differed from cell to cell and at different levels of the respiratory tract. A particular granule type was predominant at each level. Cells of mucous ducts differed somewhat from those of mucous tubules and comprised two general secretory cell populations. Proximal mucous duct cells contained abundant granules that generally resembled those of mucous tubule cells but were localized in two areas of the cytoplasm. Dilated cisternae of rough endoplasmic reticulum with a bizonal content similar in density of zones seen in mature granules further characterized proximal mucous duct cells. The distal mucous duct cell generally contained sparse apical granules and lacked dilated rough endoplasmic reticulum.