In order to define the morphological changes of the secreting cells of prothoracic gland during larva-pupal molt, ultrastructural observations were carried out using Bombyx mori L. as the experimental material. At first stage of present experiment, 4 day old 5th instar larva, the polyhedral secreting cells were centrally located in the prothoracic gland surrounded by the connective sheath. The secreting cells were attached to the neighboring cells by the prominent desmosomes, and the plasma membrane contacted with connective sheath were highly infolded. In cytoplasm, the most of the cell organelles, such as rod-like mitochondria, rough surfaced endoplasmic reticulum, ribosome were developed. As the stages advance from larva to pupa, general feature of the secreting cells were retained, but structural changes of the various cytoplasmic organelles-ribosome, rough surfaced endoplasmic reticulum, mitochondria, Golgi apparatus, lamellar body, and vesicle-were noted. In the perinuclear cytoplasm of the secreting cells at the stage of 6 day old 5th instar larva, it is peculiar that only a large amount of ribosomes were distributed and the other organelles were retreated from the juxtanuclear region. Just before and after spining cocoon, these features were more remarkable. Rough surfaced endoplasmic reticulum were gradually increased from the stage just before spining cocoon to the pharate pupa. Rod-like mitochondria with irregular cristae and the matrix showing low density were distributed throughout the cytoplasm in the secreting cells of the 4 day old 5th instar larva. Sometimes, longitudinally distended and curved mitochondria were observed. At the stage of pharate pupa, most of mitochondria were deformed. The rod-like mitochondria of the secreting cells of pupal prothoracic gland were narrower than those of 4 day old 5th instar larva, and the electron density of the mitochondrial matrix is increased in pupa. Golgi apparatus were a few in number in both stages, last instar larva and spining cocoon. In stages of the pharate pupa, the Golgi apparatus were frequently observed. Cytoplasmic vesicles were observed for the first time in the secreting cells of one day after spining cocoon, and the number and the size of cytoplasmic vesicles were distinctly increased inpharate pupa and just after pupation. In the secretory cells of the PG, it in concluded that the RER was closely related to syntheting the enzymes seem to produce the ecdysone.