Amphibian oxyntic cells exposed by cryofracture were examined by field emission scanning electron microscopy. Comparisons were made between the structure thus revealed and those seen in thin-sectioned material from the same mucosas examined by transmission electron microscopy. Resting oxyntic cells had apical surfaces which were relatively smooth with some short microvilli. Apical cytoplasm was filled with smooth membrane tubules (so-called vesicotubules). Stimulation with a combination of histamine, dibutyryl cyclic AMP, and isobutylmethylxanthine (a phosphodiesterase inhibitor) led to a dramatic elaboration (i.e., increased membrane surface area) and a decrease in number of vesicotubules in the apical cytoplasm. The surface morphology of the stimulated oxyntic cell was much different from that reported for the mammalian parietal cell. Two types of surface elaboration were observed. Most commonly the surface was formed of flattened microplicae or lingulae. An irregular surface formed by the swelling of enlarged spaces near the apical surface was also observed. These new data have been used to evaluate the models which have been proposed to explain the nature of the transition from resting to stimulated morphology. A new model, which incorporates fusion of intracellular vesicotubules with each other and also with apical membrane, is proposed. The proposed fusion process may cause an increase in membrane area open to the extracellular (luminal)solution within the cell (rather than the eversion of membranes into the gastric lumen). Expansion of spaces between the microplicae may be caused by hydroosmotic pressures developed during active HCI secretion.