BACKGROUND: The phyllostomid fringe-lipped bat, Trachops cirrhosus, is sui generis (in a family of ca. 138 species) in that it subsists in part on tropical frogs. These amphibians frequently possess highly toxic integument. We examined the salivary glands of this bat to determine if these glands could be the source of protective factors that permit consumption of seemingly unsavory prey. The parotid and principal salivary glands of this bat are similar to homologous glands in other phyllostomids, but the accessory submandibular gland is unique. METHODS: The accessory submandibular glands of live-trapped T. cirrhosus were fixed and processed for transmission electron microscopy by conventional means. RESULTS: The accessory submandibular gland consists of follicles and ducts. The principal cells of the follicular walls have an abundance of rough endoplasmic reticulum (RER), free ribosomes, and extensive Golgi apparatuses. Typically, these cells have relatively few serous secretory granules. The ells contain collections of peculiar lipid droplets, and some of their mitochondria have dense crystalloids within expanded cristae. A layer of irregular, moderately dense bodies lies immediately subjacent to the luminal plasmalemma; it is not clear if these structures are endocytotic or exocytotic. Clusters of mucous cells, some of which have a single, hugely distended RER cisterna, are ensconced in the follicular walls; mucus from these cells reaches the lumen via intercellular canaliculi. Ducts progress from simple cuboidal to simple columnar epithelium. They lack basal striations, and their constituent cells contain relatively few mitochondria. Follicles and ducts have numerous myoepithelial cells at their periphery, and both are heavily innervated by hypolemmal nerve terminals. CONCLUSIONS: The unusual accessory submandibular gland in T. cirrhosus documents the extreme modifications in gland histology and in cell ultrastructure that have occurred in mammalian families. The cells composing the follicle walls and ducts bear little similarity to typical acinar or duct cells. Duplication of the submandibular gland in some bat lineages might be the key innovation underlying such plasticity. The heavy innervation of both follicles and ducts also implies that these structures are sensitive to and capable of responding to various inputs, perhaps including dietary factors.