The distribution and the characteristics of A and B synoviocytes were investigated using scanning and transmission electron microscopy in the study of the three types of synovial membranes (fibrous, areolar, adipose) of the rabbit knee joint. The scanning electron microscope showed that the B-synoviocytes had dendritic processes and were separated by wide spaces in the fibrous synovium. The areolar synovium was covered by numerous B-synoviocytes of fibroblastoid-shape. The B-synoviocytes of the adipose synovium were characterized by short cytoplasmic processes. The transmission electron microscope revealed that the B-cells showed signs of intense synthetic activity such as the presence of an evident rough endoplasmic reticulum, the Golgi apparatus and many peripheric vesicles. Our study also revealed that cells with morphological and ultrastructural characteristics of macrophages, the so-called A-synoviocytes, were present in the areolar membrane. We concluded that B-synoviocytes can show variable shape under normal conditions: in particular, dendritic morphology seems to be a normal characteristic of the synoviocytes of the fibrous membrane. Moreover, our results demonstrate that A and B synoviocytes are ultrastructurally and morphologically distinct cells and that each type has different functions.