Changes in the glomerular capillaries in the first phase of rat Masugi nephritis were studied by scanning electron microscopy. The changes developed immediately after the injection of nephrotoxic rabbit IgG and early endothelial lesions (2 to 6 h) were characterized by an increase in microvilli and a decrease in endothelial pores. The microvilli were fused and produced abundant pored projections (cytofolds). The peripheral endothelium was then lifted off from the glomerular basement membrane (GBM), leaving scattered endothelial fragments on the GBM. The denuded GBM exhibited a rather uniform, thick carpet-like appearance with occasional crater formation. Depositon of fibrin strands was seen associated with endothelial exfoliation. These later dissolved and were converted to a fibrinoid material, consisting of a complex of fragmented, thin fibrils. A parallel study using the electron microscope revealed that the fibrinoid material was removed by emigrating monocytic macrophages. At the stage of resolution (24 to 72 h), the denuded GBM was covered mostly with a regenerating endothelial layer. A possible process of reorganization of the endothelial pores is discussed.