The rostral pars distalis of the anterior pituitary gland of the marine alewife, Alosa pseudoharengus, during its annual spawning run to fresh water was examined histologically. The rostral pars distalis is composed of many interconnecting follicles of various sizes. Contrary to earlier reports, the follicular epithelium contains not only prolactin (PRL) cells but corticotropic (ACTH) cells and thyrotropic (TSH) cells (in addition to two nonendocrine cell types). Basally all three endocrine cell types make direct contact with the basement membrane which separates the follicles from the neurohypophysial processes. Apically, however, only the prolactin cells, the largest of the three, protrude into the follicular lumen by means of the small ciliated apical protruberance. All other cellular elements are sealed from the follicular lumen by a layer of covering cells which have properties of transitional epithelial cells. In the follicular epithelium, the slender TSH cells are intercalated between the large conspicuous prolactin cells. The ACTH cells, the smallest of the three endocrine cells, lie in deep invaginations in the basal regions of the individual PRL cells in such a way that on cursory examination they can be mistaken for the nuclei of the latter. Only a small portion of the cellular surface of the ACTH cell escapes the enveloping prolactin cell to make contact with the basement membrane of the follicle. In teleosts, prolactin, ACTH, and TSH have all been implicated in the regulation of hydromineral metabolism and reproductive development. The intimate spatial relation between the three endocrine cells in the alewife rostral pars distalis thus raises the possibility of some functional interactions at the adenohypophysial level, perhaps as an adaptation of this anadromous teleost whose reproductive development and behavior is associated with large changes in ambient salinity. The functional significance of the follicular lumen is discussed together with possible sensory functions of the PRL cells.