The results of the present study demonstrate the utility of the scanning electron microscope for characterizing the ultrastructure of the initial tissue infiltrate in porous polyethylene implants. Shortly after implantation a thin noncellular fibrous-like coating was observed to form on the pore surface. The cells observed in the polyethylene pellets 3 days after implantation were generally consistent with what one would expect to see in a hematoma. As early as 14 days after implantation much of the blood clot was replaced by newly formed bone spicules. Tissue shrinkage accompanying dehydration of the specimen for scanning electron microscope study although a disadvantage occasionally proved useful in that it provided the opportunity to study the internal surface of the fibrous coating when separated from the surface of the implant. Less shrinkage was observed in implants whose pores were filled with bone spicules.