Mesothelial cells on the spleen, stimulated by an intraperitoneal injection of admixture of Mycobacterium butyricum and complete Freund's adjuvant (Adj.) were observed by scanning and transmission electron microscopy. These cells were compared with untreated cells as control. Very flat untreated mesothelial cells, which were lying on basal lamina, contained several pinocytotic vesicles, vacuoles and some kinds of fine filaments in their cytoplasm. Adjacent cells were separated by narrow intercellular space which were sometimes interrupted by tight junctions. Mesothelial cells were divided into two types according to their surface configuration