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The fine structure of the epidermis of the external gills of the larval frog, Rana pipiens, was observed during the period of gill degeneration. Many of the epidermal cells underwent morbid alterations. In typical degenerating epidermal cells the nucleus became irregular in outline, chromatin formed electron-dense clumps and the nuclear envelope increased in width. Lysosomes became prevalent in the cytoplasm of these cells and progressively larger autophagic vacuoles appeared. As degeneration continued, apical epidermal cells were found embedded deeper within the epidermis. In some instances cell processes from two neighboring epidermal cells extended partially around the relocated degenerating apical epidermal cells probably contributing to their translocation; phagocytosis was completed by a single cell in other instances. The degree of participation of the phagocytic epidermal cells in the degenerative process was uncertain. The distribution of acid phosphatase activity was followed in specimens treated by the Gomori technique. Profiles of cisterna-like elements, positive for the enzyme, suggested that perhaps entire Golgi cisternae contributed to the formation of autophagic vacuoles in combination with small vesicles. Heterophils and macrophages observed in the degenerating gills were believed to participate in the removal of the dying cells.