The cellular changes in the epitenon, endotenon and synovial sheath were investigated in a rabbit model after a partial transverse laceration was made on the plantar aspect of the flexor digitorum profundus proximal to the synovial sheath (which was not injured). Fibroblasts, macrophages and mast cells within the epitenon, endotenon and synovial sheath were counted on electron micrographs. The epitenon and uninjured synovial sheath became engorged with fibroblasts and macrophages following injury. The number of synovial fibroblasts showed the greatest increase during the first week after injury. In comparison, the endotenon exhibited a delay in cellular response with initial apoptosis, as judged by positive P53 staining. However, hypercellular activity was seen within the endotenon at 12 weeks postoperatively.