Sea urchin coelomocytes were examined during their morphological transformation from petaloid to filopodial forms by scanning electron microscopy and ciné film analysis, Petaloid coelomocytes have a variable morphology but, in general, consist of numerous thin sheets of cytoplasm, the petals, arranged in three dimensions around a central nuclear region. The transition to the filopodial form can occur in either substrate-attached or suspended cells and begins with the formation of several microspikes at the edge of each petal. These become more apparent as the cytoplasm between each microspike/filopodium is retracted centripetally. Concomitantly, the diameter of the flattened cell is increased by as much as twofold as the filopodia actively lengthen at a uniform, average rate of 0.5 microns/minute. The transformation process requires ca 15 minutes and is complete when the cell diameter no longer increases. These filopodia are functionally distinct from the passively produced retraction fibers observed in cultured mammalian cells. The formation of filopodia is biphasic and includes both a cytoplasmic retraction phase and an active extension phase.