Thymus lobes from three species of birds, Quelea quelea, Passer domesticus and Sturnus vulgaris, have been examined ultrastructurally. The component cell types are compared with their counterparts in mammalian thymus glands, and found to be similar. Greater differences between small, intermediate and enlarged lobes of one species than exist between species. Developing erythroid cells are present in most enlarging and some enlarged glands. They appear to be developing at the expense of lymphoid cells in some birds. The origin of these cells is discussed. Cells that are possible candidates for the production of some thymic hormones are also described.