Trigeminal ganglia of normal rats and of adult rats subjected to unilateral transection of the infraorbital nerve were studied by light and electron microscopy. Counts of ganglion cells in ganglia on operated and unoperated sides were made following long postoperative survival times. The ultrastructural changes in ganglia of the operated side were studied from 3 to 70 days postoperatively. The quantitative observations show that a considerable loss of ganglion cells takes place on the operated side. The ultrastructural observations demonstrate the occurrence of ganglion cell degeneration, nerve fibre degeneration and phagocytosis by satellite and Schwann cells. The results are compatible with the view that degeneration of trigeminal afferents in the brain stem following lesions of peripheral trigeminal nerve branches is related to retrograde degeneration of trigeminal ganglion cells.