Tripeptidyl peptidase II (TPPII) is a eukaryotic protease acting downstream of the 26S proteasome; it removes tripeptides from the degradation products released by the proteasome. Structural studies in vitro have revealed the basic architecture of TPPII, a twostranded linear polymer that assembles to form a spindle-shaped complex of ∼6 MDa. Dependent on protein concentration, TPPII has a distinct tendency for polymorphism. Therefore, its structure in vivo has remained unclear. To resolve this issue, we have scrutinized cryo-electron tomograms of rat hippocampal neurons for the occurrence and spatial distribution of TPPII by template matching. The quality of the tomograms recorded with the Volta phase plate enabled a detailed structural analysis of TPPII despite its low abundance. Two different assembly states (36-mers and 32-mers) coexist as well as occasional extended forms with longer strands. A distance analysis of the relative locations of TPPII and 26S proteasomes confirmed the visual impression that these two complexes spatially associate in agreement with TPPII's role in postproteasomal degradation.primary cultured neuronal cell | 26S proteasome | Volta phase plate | cryo-electron tomography | subtomogram averaging T he ubiquitin-proteasome system (UPS) is the main pathway of intracellular protein degradation in eukaryotic cells (1). In the UPS, the 26S proteasome, a 2.5-MDa multisubunit complex, degrades ubiquitylated proteins into oligopeptides with a size range of 4-25 residues (2, 3). The oligopeptides released by the 26S proteasome are further degraded by postproteasomal proteases (4, 5). One of the postproteasomal proteases that degrades oligopeptides longer than 15 residues is tripeptidyl peptidase II (TPPII) (6, 7). TPPII is a cytosolic serine protease of the subtilisin class (8) with an exopeptidase activity that removes tripeptides from free N-termini of peptides (9). TPPII has also been reported to be endowed with endopeptidase activity, but this activity is very low compared with its exopeptidase activity (10). Previously, only unfolded peptides had been reported to be degraded by TPPII (11). Tripeptides produced by TPPII are thought to be hydrolyzed further by an array of aminopeptidases (12). In addition to protein turnover, a role in MHC class 1 antigen presentation has also been proposed as one of the cellular functions of TPPII, but is still a subject of some controversy [for a review see Rockel et al. (11)]. A membrane-associated version of TPPII functions as a neuropeptidase inactivating the satiety hormone cholecystokinin-8 (CCK-8) by degrading into CCK-5 in the rat brain (13).Structural studies of isolated and purified TPPII revealed the existence of large (∼6 MDa) spindle-shaped complexes comprising two linear arrays of 20 monomers each in Drosophila melanogaster (14) and 18 monomers each in Homo sapiens (15). High-resolution structures of Drosophila TPPII (16) and human TPPII (15) have been obtained by hybrid approaches combining X-ray crystallography and EM single-particle analysis...