For periods ranging from 26 to 87 weeks, the morphological characteristics of the flexor carpi radialis (FCR) muscle were examined in four cats trained to perform weight-lifting exercise. Four untrained, sex and weight-matched cats served as controls. The right FCR from each cat was surgically isolated, attached to a tension transducer, and set at its optimal length. The forelimb was perfused with 2% glutaraldehyde in 0.1 M cacodylate buffer. Small bundles of fibers were teased from their origin and insertion tendons and embedded in Epon. Spaced serial sections were used to examine the morphological features of the fibers for trained and control animals. Ultrastructural examination revealed muscle fiber degenerative changes, such as pyknotic nuclei, disruption of the sarcolemma, vacuolation, and disorganization of myofilaments. Such changes were observed at a higher frequency in trained muscle than in control muscle. Spaced serial sections of fiber bundles showed that the degree of degeneration varied along the length of the fiber. Fiber area measurements showed that trained muscle had both larger and smaller fibers than control samples. The very small fibers observed in the trained muscle were considered to be regenerating or "new" fibers since they had not undergone degenerative changes. "Satellite-like" cells were observed in trained muscle. Such cells resembled satellite cells but also contained developing myofilaments. Since evidence of degeneration-regeneration was observed in control samples, but at a lower frequency, it was postulated that weight-lifting exercise accelerates muscle fiber turnover in the cat FCR.