1. The distribution, activity, and function of the cilia in the brain was studied using in vitro preparations of the frog choroid plexuses and ependyma.2. Scanning electron microscopy revealed that twenty to forty cilia, about 20 mum long, project from the cells of the choroidal epithelium and ependyma into the ventricular system of the brain.3. These cilia beat at a constant frequency which ranged from 5 to 20 c/s. Ciliary activity was enhanced by ATP, cyclic AMP, theophylline, and acetylcholine, and was depressed by DNP, IAA, Ni(2+), La(3+), and Co(2+).4. Ciliary motion produced a flow of c.s.f. over the surface of the cells lining the ventricles, and in the choroid plexus this flow reduced the effective thickness of the unstirred layer adjacent to the epithelium by about 100 mum.5. These results are discussed in relation to the factors that control the frequency of ciliary beating, and the role of the cilia in the circulation of the c.s.f.