A scanning electron microscope (SEM) was used to examine the morphology and surface texture of neuroepithelial cells during interkinetic nuclear migration in the cerebral vesicles of the rat at 12, 13 and 14 days of gestation. Serial sections of embryonic material of the same age were also prepared for the transmission electron microscope (TEM). Particular attention was paid to the SEM and TEM appearance of mitotic neuroepithelial cells which occur exclusively along the ventricular border of the neural epithelium. Three distinctly-shaped classes of mitotic cells were recognised in scanning micrographs. (1) Pyriform cells. This type of mitotic cell was characterised by the presence of very long, fine processes radiating from the tip and shoulders of a short external (basal) process. These fine processes were termed "intramitotic filopodia." Microvilli were found on the surface of most pyriform cells. (2) Conical cells. These lacked an external process but there were large numbers of intramitotic filopodia at the basal pole of the cell body, and the perikaryal surface was rich in microvilli. (3) Globular cells. It was possible to subdivide this class of cell into large and small sizes, but usually a few short intramitotic filopdia were present at the basal pole. The perikaryal surfaces of the globular population were raised in coarse lumps and bubble-like protrusions. By pooling TEM and SEM information we were able to deduce that pyriform cells probably possess a prophase or prometaphase chromosome morphology, while conical cells exhibit a chromosome morphology somewhere between prometaphase and early anaphase. Large globular mitotic cells were found to be between metaphase and late anaphase and small globular cells were identified as early telophase cells. On the basis of these findings we have proposed that as a bipolar neuroepithelial cell rounds up for mitosis it passes first through a pyriform stage during which the external process is retracted or broken down, and then through a conical stage when the cell consolidates its position on the ventricular surface. Finally, the cell enters a large globular stage before dividing into two small globular telophase cells. It is not known what part, if any, the intramitotic filopodia play in this process of rounding up.