The morphological development of Mycoplasma pneumoniae attached to solid surfaces was examined by light and electron microscopies. Critical point drying and carbon replication techniques revealed that during the growth cycle of developing microcolonies, the morphological form coincided with the pH of the culture. M. pneumoniae appeared to have a well defined morphology associated with age of the culture. The organisms were dimorphic, with round cells capable of reproduction and segments consisting of a spindle shaped body with one pointed and one knob-like end. Starting with single cells, there were the following stages in the development of a culture: replication stage through binary fission and segmentation, stage of confluency, and a degeneration stage into rough spherical forms. The round cells appearrd to replicate by binary fission during the lag and early log phases of growth, while spindle segments replicated by segmentation during most of the logarithmic growth. The growth of the filaments and replication of the segments occured at the knob-like ends, showing a type of polarity, and formed a meshwork across the surface. This development could be cycled under favorable growth conditions, but the culture aged and when the conditions became adverse(e.g. pH 6.8 or lower), filamentous cells converted to spherical forms, losing their reproductive capability