WI-38 cells of intermediate and late-passage cultures were examined by light microscopy, scanning, conventional transmission and high voltage electron microscopy for evidence of heterogeneity among the cells within a single culture. Two morphologically distinct cell sizes and shapes were noted in all passages, (1) a typical fibroblastic type, and (2) a much larger, non-fusiform type. The larger cells generally had a nucleus that was positioned to one side of the bulk of the cytoplasm. The smaller was consistently fusiform with a centrally placed nucleus. The surfaces of intermediate-passage cells were uniform in showing small microvilli and corticall pits but were otherwise smooth and with out distinctive featues. The late-passage cells, on the other band, were consistent in showing numerous blebs and marginal ruffing. The internal structure of these cells in all passages studied was complicated by many age-related changes. The observations indicate that there is in WI-38 cells a high degree of intraculture heterogeneity. An awareness of this is important in studies which characterize the biochemical properties of this cell strain.