To investigate the mechanisms involved in the atrophy of the intestines in lampreys (Lampetra japonica) during the spawning migration stage, we examined by morphological methods their intestines with special reference to degradation of extracellular matrix (ECM) components. Stellate cells are known to be distributed not only in the liver (hepatic stellate cells) but also in other organs, such as the pancreas, intestine, lung, and kidney (extrahepatic stellate cells). Hepatic stellate cells are well known to be able to biosynthesize, secrete, and degrade ECM. Therefore, we investigated the cellular and molecular mechanisms involved in the atrophy of the intestines by focusing on these intestinal extrahepatic stellate cells. The cells were found to contain phagocytosed and degraded collagen fibrils, which are one of the ECM components. A positive reaction for trimetaphosphatase (TMPase, a cytochemical marker of lysosomes) was preferentially detected in round or elongated vesicles in the intestinal extrahepatic stellate cells and the deposits of the reaction products coexisted with the degraded collagen fibrils. However, the basement membrane of the intestine, which membrane is also an ECM component, was preserved throughout the spawning migration stage of the lamprey and accumulated as a mass of thick membrane, suggesting the existence of a special mechanism for selective digestion of ECM components. These results indicate that the intestinal extrahepatic stellate cells in Lampetra japonica during its spawning migration stage might play an important mechanistic role in the atrophy of lamprey intestines by phagocytizing collagen fibrils and digesting the phagocytized collagen fibrils in their lysosomes. © 2005 Wiley-Liss, Inc.