Digesta from different regions of the sheep alimentary tract have been examined using electron microscopy. Direct examination of digesta from the rumen has revealed the presence of a number of phages and of a large variety of bacteria differing considerably in their morphology. An atlas of electron micrographs of these bacteria has been presented. The presence of large numbers of bacterial cell walls ;n the rumen indicates that the breakdown of bacteria commences in this organ. The major sites of digestion of bacteria are in the abomasum and small intestine where there is a substantial removal and modification of bacteria.