The fine structural changes occurring in the columnar absorbing cells of the intestinal epithelium during metamorphosis of the bullfrog, Rana catesbeiana, have been examined by phase contrast and electron microscopy. Tissue samples taken just posterior to the entrance of the hepatopancreatic duct were fixed in veronal acetate-buffered osmium tetroxide and embedded in methacrylate. Under the action of the metamorphic stimulus (thyroid hormone), specific and characteristic responses were given by differentiated larval cells and undifferentiated basal cells within the same epithelium. The functional larval cells underwent degenerative changes and were retained for a time within the metamorphosing epithelium. Dense bodies appeared and increased in number in association with the loss of normal cell structure. Because of their morphology and time of formation, these bodies have been tentatively identified as lysosomes. Early in metamorphosis the basal cells did not change, but they subsequently proliferated to form a new cell layer beneath the remaining degenerating cells that lined the lumen. After the dying cells were sloughed into the gut, the new epithelium differentiated to form the adult tissue. The columnar epithelial cells of the mature animal differed in their fine structural organization from their larval precursors. Therefore, their adult configuration was molded by the action of the metamorphic stimulus.