The axoplasmic reticulum (AR) and the discrete element (e.g., vesicles, vesiculotubular bodies, multivesicular bodies, etc.) constitute the endomembrane system of the axon. It is reported here that the AR of bullfrog sciatic nerve readily fills with osmium deposits during osmium impregnation. In contrast, the discrete elements and mitochondria are highly resistant to impregnation. Hence this preparation is well suited to address the nature of possible interactions between AR and rough endoplasmic reticulum (RER) in the axon hillock. It is also ideal to study the origin of the axonal discrete elements within the cell body as well as their interaction with other somal endomembrane system components. Tissues used in the present study were spinal ganglia, sciatic nerve, and spinal roots from Rana catesbeiana. Thick sections (1 to 2 microm) of this material were studied by high voltage electron microscopy. In some cases, osmium impregnation was followed by en bloc staining with lead aspartate. This made visible membranous structures that had not filled with osmium deposits during impregnation. Serial 170-nm-thick sections of this latter material were prepared and serial stereo pair electron micrographs of axon hillocks were collected. These were used to reconstruct three-dimensionally the AR and to study its relationship with RER and with discrete elements. The impregnated AR within the axon hillock was found to terminate as many proximally pointing finger-like projections. A large portion of these projections were found to form connections with RER. Some, however, terminated as true blind endings. Single unimpregnated discrete cisternae were found throughout the cytoplasm of the cell body, axon hillock, and axon. Large clusters of unimpregnated vesicles were usually found in close association with the trans face of the Golgi apparatus. These results indirectly support the hypothesis that vectors of fast axonal transport, namely the discrete elements, form directly at the trans face of the Golgi apparatus. From here they move toward and subsequently down the axon without any membrane fission-fusion events with either RER or AR. AR, although it forms continuities with RER, retains a distinctly different chemical composition from RER as evidenced by its much higher affinity for osmium. Thus, it should be considered as an endomembrane component separate from, although intimately related to the RER.