Kupffer cells of fetal rat liver were examined by ultrastructural cytochemical methods to reveal acid phosphatase (AcPase) activity in lysosomes. Elongated cisternae, 940-1150 A in width containing AcPase reaction product, were identified in these cells. These cisternae were sometimes in continuity with phagosomes containing engulfed erythrocytes. Observations suggest that such cisternae may partly encircle these phagosomes. The relationships of these cisternae to GERL (Golgi Endoplasmic Reticulum Lysosomes) is discussed.