Cells of isolated frog skin epithelium were observed microscopically during impalement with standard microelectrodes of 5 to 20 Momega resistance, filled with 3 m KCl. Impaled cells, as well as some neighboring cells, were seen to swell 10 to 100 sec after impalement, while the negative potential recorded by the microelectrode depolarized (open circuit conditions). Apparently, osmotic swelling of small epithelial cells may be caused by diffusion of KCl from such electrodes. This conclusion is supported by calculations quoted from the literature of KCl loss from microelectrodes. Intracellular recordings from epithelia with destructed cellular membranes gave negative "pre-tip potentials" of up to mV. The potentials could be altered by electrode movement, by decreasing the ambient pH or the tip-pH and by modifying the fixed charges of the tissue chemically. It is shown that even a moderate loss of KCl, which will not result in appreciable swelling, can produce negative potentials in front of the electrode tip if the protoplasm has a high density of negative fixed charges. We suggest the use of 3 m KCl electrodes with resistances above 30 Momega if after impalement compression of intracellular material by the tip can be avoided. Where such compression cannot be avoided, it is best to fill the microelectrode with an isotonic solution which mimics the electrolyte composition of the cytosol.