Although hypophysectomy has been a popular tool to study the effects of hormone deprivation as well as concomitant or subsequent hormone supplementation, there is relatively little morphological information available on the structural manifestation of pituitary removal on the testis. In this report, changes, in addition to those previously reported after short-term (6 days) hypophysectomy in the rat (Russell and Clermont, 1977), are described. Membrane-bound vacuoles (primarily) appeared within the basal region of the Sertoli cell at approximately the level of Sertoli-Sertoli junctions. In stages VIII through XI elongating spermatids were abnormal and manifested manchette indentation of the nucleus, a variety of other abnormal head shapes, acrosomal breaks and enlargement of the subacrosomal space. These defects were interpreted as the effect of declining hormonal levels in stage VII on spermatids that had survived the stage VII hormone sensitivity known to occur with severe hormone depletion. Abnormalities in the flagellum involving the mitochondrial sheath and fibrous sheath were detected. Preleptotene spermatocytes degenerated and could be identified in the process of doing so near the base of the seminiferous epithelium. The contact of preleptotene spermatocytes with the basal lamina was also significantly reduced. The results show that both Sertoli cell and germ cell abnormalities were present although germ cell abnormalities could be a secondary consequence of lack of appropriate stimulation of the Sertoli cell. Degeneration of basal compartment germ cells shows that germ cells other than those located in the adluminal compartment are vulnerable to hormonal withdrawal. The question of how hormone effects are mediated in the testis at midcycle to produce these effects is discussed.