Normal and stimulated peritoneal cells have been examined with the Stereo-scan scanning electron microscope. Normal lymphocytes were identified by their small size; some had numerous small stubby or pointed processes on their surfaces. Macrophages were larger and had ridge-like processes. Many of the stimulated cells showed no significant deviation from normal. Others, all macrophages, showed a marked deviation from the normal spherical shape. Ridge-like processes were more prominent on their surfaces, and large flange-like processes and a few finger-like processes were seen. This suggests that on stimulation peritoneal cells become more deformable and therefore irregular in shape, and that their surfaces become rougher.