Cells from the new strain IMR-90 were examined by scanning (SEM) and transmission (TEM) electron microscopy at early, middle, and late population doubling levels. The cells are characteristically flattened and elongated and arranged in clusters from 1 to several cells thick. Long thin processes extend from the poles and sides of the cells. The number of blebs and microvilli on the cell surface varies. In later population doubling level (PDL) cultures, a larger number of cells have greater quantities of microvilli on their surface. It is suggested that the increased number of microvilli might represent an increased level of differentiation. By TEM the cells typically have elongated to oval shaped nuclei which are sometimes deeply invaginated. The cytoplasm contains a well developed Golgi region, elongated mitochondria, microtubules, filaments, a variety of vesicles, vacuoles and dense bodies and large amounts of RNA in the form of granular endoplasmic reticulum and ribosomes. Cytoplasmic appearance, particularly the number of dense bodies, varies widely at all PDL. With increasing PDL, cells tend to have nuclei with more condensed chromatin, and a cytoplasm containing less mitochondria and granular endoplasmic reticulum and more dense bodies. Also at later PDL there is a higher frequency of cells containing long, thin dense mitochondria as well as bizarre shaped mitochondria. In older populations there are many cells in a state of filamentous degeneration. Cells with large numbbers of surface projections (microvilli) tend to be correlated with an osmiophilic cytoplasm containing many filaments and numerous dense bodies.