Structural changes in a ternary gel prepared using the mixed emulsifier system of cetrimide and cetostearyl alcohol after prolonged low temperature (4 degrees C) storage have been studied using freeze-etch transmission electron microscopy and other techniques. The system changed from an opaque smooth gel of high viscosity, low conductivity and low free water, to a pearlescent milky lotion of low viscosity, high conductivity and high free water. Subsequent equilibration of the thinned system to room temperature (25 degrees C) over 48 h produced an opaque granular gel of similar consistency, but slightly higher conductivity and higher free water than the initial sample. Microscopical examination by both differential interference contrast and freeze-etch electron microscopy showed the system changed from one consisting of a liquid crystalline network localized around cetostearyl alcohol particles, to a system consisting of large waxy plates coexisting with some residual liquid crystalline network. A supportive mechanism for the thinning of the ternary gel at prolonged low temperature storage has been inferred by comparing data with that produced by other workers studying the fusion of phospholipid membranes considered to be morphologically similar to the liquid crystalline network observed in this ternary gel.