The brain of Antarctic fish of the perciform suborder Notothenioidea was analysed with lightand electronmicroscopical methods. The overall organization and ultrastructure of the optic tectum is very similar to that of fish from temperate climates. However, unusual structures were observed in neurons and glial cells, sometimes in high frequencies. The structures are ovoid or elongated, about 200-600 nm in diameter and surrounded by two layers of membranes in a uniform distance of about 30 nm. The enclosed inter-membrane space is similar to extracellular space, both in size and in cytochemical calcium precipitation, while the interior of the structures resembles cytoplasm. These structures are sometimes connected to neuronal processes, so that they seem to originate by a sort of budding process, but most of them are isolated as can be concluded from thick sections of up to 800 nm thickness, analysed with energy-filtering transmission electron microscopy (EFTEM). These unusual objects are present in high abundance in members of the white-blooded Antarctic fish family Channichthyidae. These so-called icefish lack haemoglobin and exhibit the highest degree of cold adaptation. The red-blooded notothenoid fish had smaller amounts of these structures and they were observed even in fish from temperate climates (trout, carp, cichlid fish). In fish from temperate climates the unusual substructures were more abundant during adaptation to cold water temperatures (winter) than to warm conditions (summer). Therefore, the findings may indicate a general phenomenon of cold adaptation with unusual interactions of neurons and glial cells, but the precise function is not yet understood.