Cytological changes in thyroid glands following administration of thyroid-stimulating hormone (TSH), were studied in adult salamanders, Ambystoma tigrinum, Triturus torosus, and Triturus viridescens by electron and light microscopy. Thyroids from untreated salamanders contained large follicles, faintly basophilic colloid, low follicle cells with flattened nuclei, and scant, slightly basophilic cytoplasm. After TSH administration the cell height and nuclear volume increased. Cytoplasmic basophilia was markedly increased and follicle lumina were reduced. In electron micrographs, stacks of ergastoplasmic lamellae appeared near the nucleus occasionally in contact with the nuclear membrane. In more advanced stages of stimulation, lamellar arrays were largely replaced by small disoriented vesicles and larger vacuoles containing colloid-like material. Sections of obliquely oriented ergastoplasmic membranes contained rows of extremely fine particles. Microvilli increased in size and number and Golgi structures became more extensive. Homogeneous osmiophilic droplets increased in size and abundance. Some of the smaller droplets were seen associated with the Golgi zone. Droplets similar in size and density frequently contained closely packed, whorled lamellae. Mitochondria showed no structural changes but occurred in aggregates interposed between the nucleus and highly folded portions of the basal cell membrane.