Osteoclasts of the peripheral portions of the endocranial aspect of young rat parietal and frontal bones were studied by scanning electron microscopy of glutaraldehyde fixed, critical point dried specimens. These studies show osteoclasts to have a much more complicated form than has previously been realised. Extensively branching, elongated, smooth-surfaced cells, which are for the most part elevated above the level of the surrounding bone matrix surface and sometimes above portions of osteoblasts or other osteoclasts, were identified as motile non-resorbing cells. Portions of the former and other entire cells may be embowered in Howship's lacunae, have microvilli on their dorsal surface, and are surrounded by a serrated border of microprojections which have an apparently firm attachment to the matrix surface. Osteoclasts in short term culture show additional free surface ruffles which are not encountered in specimens taken fresh from the animal. No evidence of recruitment of osteoblasts or osteocytes into osteoclasts was found. Disinterred osteocytes retained an ability to migrate from their lacunae on to surrounding bone matrix surface.