Synovial membranes from human and rabbit joints were observed by scanning electron microscopy. 1. The surfaces of synovial membranes present locally variable appearances. In some parts cytoplasmic processes of lining cells extend long and flat causing an appearance like overlapping renal podocytes, whereas in other parts the cells protrude in cauliflower-like or more smooth-surfaced round bodies. 2. In cracked surfaces of synovial membranes, two types of lining cells are distinguished. One is the cell which has more surface processes and numerous granules in the cytoplasm, the other is the cell which has fewer processes and better developed endoplasmic reticulum without granules. 3. Fibroblasts apparently forming collagen fibers are observed in the subsynovial tissue. Two types of fibrogenesis are found. In the first type microfibrils seem to be formed extracellularly, whereas in the second type bundles of filaments are preformed in the cytoplasm and they appear to be extruded directly from the cell surface.