Twenty-four hours after mating in the rabbit, numerous spermatozoa are observed attached to the surface of the vaginal epithelium. Spermatozoa appear to be attached by their heads to microvilli of the simple columnar cells which compose the vaginal epithelium. Spermatozoa are taken up by the epithelial cells, and they are found within the cells in various stages of de generation up to seven days after mating. Epithelial cells frequently appear to be filled with numerous vacuoles containing sperm components in various stages of degeneration. It is suggested that some property of the surface of sperm heads may render them particularly susceptible to phagocytosis. Phagocytosis of spermatozoa may not have long-term harmful effects for the epithelium since these epithelial cells presumably have a high rate of turnover.