The technique described in Part I, has been extended to the examination of cells removed by scraping from 22 lesions of oral lichen planus and leukoplakia. It was concluded that the surface morphology of the cells from these lesions was intermediate between that of normal tissue and of malignant tissue. The observations have been quantified and subjected to computer analysis together with the data derived from the observations of normal and malignant tissue. This confirms the visual observation that a relationship exists between the modified surface characteristics of the cells from these lesions and their subjectively assessed histological appearances. A correlation has been found between the SEM appearance and an epithelial atypia index (EAI) derived according to the criteria of Smith and Pindborg (1969). In the case of lichen planus inflammatory changes appear to be associated with increased modification of surface characteristics. These changes are also reflected in an increased EAI. It is suggested that the present technique may be of value in the diagnosis and assessment of potentially malignant lesions.