The carbonic anhydrase-rich (CA) cell population of the turtle urinary bladder, which is responsible for the secretion of H+ and probably of HCO-3, was studied by freeze-fracture and thin-section electron microscopy. The apical membrane of the major CA cell type (alpha type) was characterized by microplicae and by a coat of studs on its cytoplasmic side; on freeze-fracture, it contained a dense population of rod-shaped intra-membrane particles. When fixed at low CO2 tension, the apical membrane area of the alpha cell was reduced; its surface displayed microplicae as well as microvilli, and the apical cytoplasm contained many vesicles with rod-shaped particles and studs. The apical membrane of the other (beta type) CA cell was characterized by numerous individual microvilli without microplicae and by a relative absence of rod-shaped particles and studs. Instead, the beta cell contained studs and rod-shaped particles in its basolateral membrane. The ultrastructure and frequency of the beta CA cell were not affected by changes in CO2 tension. We suggest that the alpha cell is responsible for H+ secretion. The reversal of the polarity of the membrane elements in the beta cell and failure to respond to CO2 with amplification of its apical membrane are consistent with a role in HCO-3 secretion.