The rabbit palatine tonsil was studied by electron microscopy to determine whether M-cells similar to those of the Peyer's patches exist in the tonsil epithelium. A subpopulation of crypt epithelial cells was found with long, irregularly shaped microvilli, small cytoplasmic vesicles and engulfing intraepithelial lymphocytes and macrophages. Using ultrastructural immunohistochemistry, vimentin, the rabbit maker for intestinal and bronchial M-cells, was detected in the cytoplasm of these cells, whereas no vimentin immunoreactivity was found in the remaining epithelial cells. The vimentin filaments surrounded the nucleus of the presumed M-cells and lay beneath the plasma membrane that surrounded intraepithelial lymphocytes. In vivo experiments using horseradish peroxidase as tracer revealed that this protein was endocytosed by the presumed M-cells and transported to the intercellular spaces between epithelial cells and lymphocytes. The results indicate that specialized epithelial cells exist in the tonsil which have morphological characteristics similar to those of intestinal M-cells, are in close contact to cells of the immune system, are positive for the rabbit M-cell marker vimentin, and are capable of antigen uptake and transcytosis. It is therefore concluded that M-cells are present in the tonsil and probably play a role in the initiation of immune responses to orally delivered antigens.