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The changes occurring in surface morphology during the transformation of normal peripheral blood lymphocytes by phytohaemagglutinin (PHA) are described and the surface ultrastructure of the PHA-induced blasts is compared with that of pokeweed mitogen (PWM)- and rabbit anti-β2-microglobulin antiserum-induced blasts. Both mitogen-specific and non-specific changes were observed and their possible relationship to the activation of lymphocyte subpopulations is discussed. Similar surface characteristics found in various tissue lymphoid cells are also described.