The fine structure of rat thymic lymphocytes from early prophase to late telophase of mitosis is described, using material fixed at pH 7.3 either in 1 per cent OsO4 or in glutaraldehyde followed by 2 per cent OsO4. The structure of the centriolar complex of interphase thymocytes is analyzed and compared with that of centrioles during division. The appearance of daughter centrioles is the earliest clearly recognizable sign of prophase. Daughter centrioles probably retain a secondary relation to the primary centriole, while the latter appears to be related, both genetically and spatially, to the spindle apparatus. The nuclear envelope persists in recognizable form to help reconstitute the envelopes of the daughter nuclei. Ribosome bodies (dense aggregates of ribosomes) accumulate, beginning at late prophase, and are retained by the daughter cells. Cytokinesis proceeds by formation of a ribosome-free plate at the equator with a central plate of vesicles which may coalesce to form the new plasma membrane of the daughter cells. Stages in the formation of the midbody are illustrated.