Mammalian Schwann cells in rat, rabbit and human fetal nerves were studied using several cryoprotective agents for electron microscopic study of freeze-fracture replicas. The findings in fixed and unfixed tissue reveal surface plasmalemma caveolar specializations and the outer layer membrane junctional complexes found in non-mammalian species. The plasmalemma also reveals a complex arrangement of contours outlining cytoplasmic channel networks distinct from the long-recognized Schmidt-Lanterman incisures and paranodal cytoplasmic loops. A specialized interconnected channel system in the outer "loose" myelin layer displays relatively uniform dimensions comparable in diameter to nodal microvilli, paranodal loops and some incisures. An adaxonal tubular channel system constituting the "axon-Schwann network" is found in the internodal region in addition to other variants of the adaxonal Schwann plasmalemma. The several forms of sequestration of Schwann cell cytoplasm presumably underlie the specialized needs of cytoplasmic continuity in a dynamic functional entity in which large domains of cytoplasm have been displaced by the formation of compact myelin.