This study examines the microtubule configuration and its close association with the Golgi complex and Golgi-derived membranous vesicles in elongating fiber cells of the rat lens. Since fiber cells elongate tremendously during lens differentiation, we hypothesize that a microtubule-based motor system exists in the elongating fiber cells for transporting important membrane proteins and organelles to the target regions for cell growth. The newly synthesized membrane proteins are known to be transported from the trans-Golgi network in the form of vesicles to the target plasma membrane. By thin-section TEM, we observed a large number of vesicles of various sizes and shapes randomly distributed throughout the cytoplasm of elongating fiber cells. Both Golgi complex and vesicles exhibited characteristic normal structural features seen in other cell types and thus represented real vesicular organelles in the fiber cells. A large number of microtubules were regularly arranged into bundles parallel to the long axis of fiber cells as examined in both longitudinal and cross-section views. Many of these microtubules were closely associated or in intimate contact with the Golgi complex and vesicles in elongating fiber cells. The microtubule polarity assay revealed that microtubules exhibited a unidirectional polarity for the entire length of fiber cells as examined in both anterior and posterior cortical fiber segments. Namely, the minus end of microtubules was towards the anterior lens pole while the plus end was headed towards the posterior pole. This suggests that multiple molecular motors such as kinesin and dynein are needed for carrying the vesicles to both lens poles, since conventional kinesin is known to transport vesicular organelles towards the plus end whereas cytoplasmic dynein carries them towards the minus end of microtubules. By immunoblot analysis, we indeed detected the presence of both kinesin (120 kD) and dynein (70 kD) in homogenate prepared from lens cortical fibers. Moreover, immunogold TEM demonstrated that the aquaporin 0 (formally MIP26) antibody was localized on the membranous vesicles as well as plasma membranes of the cortical fiber cells. This study suggests that a microtubule-based motor system exists in the lens and plays an important role in transporting membrane proteins such as aquaporin 0 in the vesicles during fiber cell differentiation and elongation.