Perfusion fixation and intravascular resin injection were used to study in situ the cells of superficial fascia (loose connective tissue) of the rat limb by scanning and transmission electron microscopy. These procedures enabled us to differentiate fibroblasts, representative cells of the connective tissue and so-called "dendritic cells," the other cellular constituent of the tissue, known as possible antigen presenting cells. "Dendritic cells" were amoeboid with some spatular processes by which the cells clung to the collagen fiber bundles. The fine structures characteristics of macrophages; they contained abundant primary and secondary lysosomes and expressed factor XIIIa in their cytoplasm. Fibroblasts, on the other hand, were attenuated, sheet-like cells whose edges were juxtaposed closely to collagen and elastic fibers, and were further anchored by microfibrils. The cells were usually interconnected to each other with gap junctions, thus producing a cellular network in the connective tissue.