Naked swarmers of Cladophora have been collected and wall synthesis and development have been followed using the techniques of freeze-etching and sectioning. Swarmers frozen after 9 hours liberation have lost their flagella, developed the characteristic fibrous layer and show the initial stages of wall production. Both the first formed (randomly oriented) and the later (more ordered) microfibrils appear to have a distinct granular texture. Occasionally linear arrays of granules up to 4 μm long may be seen. After 5 days settling a thick wall composed of almost transversely oriented microfibrils is present and a rhizoid is pushed out. Also characteristic of this stage is the central localisation of cell components and peripheral vacuolar distribution. Longitudinally oriented microtubules also reappear at this stage having been absent during carlier wall formation.A possible relationship between the cortical microtubules of the motile swarmer and the development of the fibrous layer is suggested.