Thin sections of rabbit granulosa, human SW-13 adrenal cortical adenocarcinoma, and mouse B-16 melanoma cells revealed an apparent single-layered basket of 4- to 7-nm filaments surrounding cytoplasmic gap junction vesicles. This interpretation was based upon apparent longitudinal, cross, and en face sections of structures surrounding the vesicle profiles in tissue treated with tannic acid-glutaraldehyde. In granulosa cells incubated with the S-1 fragment of heavy meromyosin, arrowhead-decorated filaments were observed at the periphery of the gap junction vesicles, suggesting that these filaments contained actin. In addition, we found that small gap junctional blebs and vesicles at the cell surface were coated with short electron-dense bristles similar in appearance to the cloathrin-containing coat of coated vesicles of nonjunctional membrane. The role of these and other cytoskeletal elements in the possible endocytosis of gap junction membrane is discussed.