Ovarian cysts which developed spontaneously from the rete ovarii in the ovaries of guinea pigs have been examined in 1- and 2-year-old animals by scanning and transmission electron microscopy. Two cell types have been described, a tufted cell with numerous motile cilia and a non-tufted cell with a solitary cilium. While the non-tufted cell exhibited numerous smooth coated vesicles in its lateral and basal regions, no signs of secretion to the lumen of the cyst have been seen and occluding junctions have not been observed.