In seasonal mammals living in temperate zones, photoperiod regulates prolactin secretion, such that prolactin plasma concentrations peak during the summer months and are lowest during the winter. In sheep, a short-day breeder, circulating prolactin has important modulatory effects on the reproductive system via inhibitory actions on pituitary gonadotrophs and hypothalamic gonadotrophin-releasing hormone release. The exact cellular mechanisms that account for the chronic hypersecretion of prolactin during the summer is not known, although evidence supports an intrapituitary mechanism regulated by melatonin. Folliculo-stellate (FS) cells are non-endocrine cells that play a crucial role in paracrine communication within the pituitary and produce factors controlling prolactin and gonadotrophin release. The present study examined the morphology of the FS and lactotroph cell populations and their distribution in the sheep pituitary during the annual reproductive cycle. Ovine pituitary glands were collected in the winter (breeding season; BS) and summer (nonbreeding season; NBS) and were prepared for quantitative electron microscopy to assess the effects of season on FS and lactotroph cell density, morphology and distribution, as well as on junctional contacts between cells. It was found that lactotrophs in the NBS are larger in size and contain more numerous PRL granules than lactotrophs in the BS. FS cells were also larger in the NBS compared to BS and showed altered morphology such that, in the BS, long cell processes surrounded clusters of adjacent secretory cells. Although no significant change in the number of junctions was observed between lactotrophs and FS cells, or lactotrophs and gonadotrophs, there was a significant increase in the number of adherens junctions between lactotrophs and between FS cells. These findings demonstrate seasonal plasticity in the morphology of lactotrophs and FS cells that reflect changes in PRL secretion.