The ultrastructures of the lateral cochlear wall were examined using rapid-freeze, freeze-substitution method. The cytoplasms of marginal cells were more dense than those of conventional chemical-fixed samples, especially in the marginal cells, since the cryofixation method can preserve the soluble cytoplasmic matrix more than the chemical fixation method. The plasma and intracytoplasmic membranes were clearly observed as trilaminar smooth contour. In the basal infolding region of marginal cells, the width of adjacent cell processes was very narrow and sometimes they were fused at their outer membrane layers. Such membrane fusions and typical gap junctions were mixed in that region. This method allowed a good preservation of membrane elements and brought a new ultrastructural findings.