Cells of Proteus vulgaris (HX-19 strain) were studied with electron with microscope and some observations on the fine structures were discussed as follows : 1. A new observations were obtained on the cell wall in young cultures, however , many ghost cells with brain surface pattern (BSP) were recognized in aging cultures of 6 months incubation. The mechanism of BSP formation on the rigid layer of wall was discussed from a viewpoint of autolysis. 2. A blepharoplast was seen at the flagellar root and its location was considered to be a site between wall and membrance. In this experiment, blepharoplast showed an empty sac and its mecanism of appearance was discussed in relation to autolysis and plasmolysis. 3. A large number of pili were sometimes observed on ghost cell. Many tiny holes, about 40A in diameter, were observed on the rigid layer of wall of the same cell with pili. Therefore, each of them was considered to be a penetrative passage of pilus. 4. Microtubular structures were observed in some cells and their morphological features were similar to those of rhapidosome described by Lewin.