Hematopoietic bone marrow in the dog is enclosed by a nearly complete and rather complex layer of endosteum, consisting of a diverse group of cells collectively called bone lining cells (BLC). Cell types comprising BLC include osteoblasts and osteoclasts, and other cell types, among which are elongated, flat cells with a spindle-shaped nucleus, and small cytoplasmic vesicles. The composition and thickness of the layer of BLC varies along the perimeter of the marrow. The layer may be simple or stratified. Occasionally a zone of tightly packed regularly arranged collagenous fibers lies between the bone lining cells and bone. Hematopoiesis, particularly neutrophilic, often occurs in the bone marrow next to the BLC. Cytoplasmic processes of BLC occasionally extend into the hematopoietic spaces and stromal cells in the hematopoietic compartment may extend processes to the layer of BLC. Occasionally cells of the BLC are similar in appearance to stromal cells within the marrow. Our observations together with the experimental findings of others (that fibroblastic stromal cells contribute to the hematopoietic inductive microenvironment, that hematopoietic stem cells are concentrated subosteally, that cells responsible for regeneration of the marrow stroma are derived from the endosteal layer, and that high concentrations of hematopoietic colony-stimulating factors are produced there) indicate that the hematopoietic capacities of bone marrow may be regulated by BLC.