The development of synovial membrane from knee joint was studied by electron microscope in human fetuses ranging from 20mm to 260mm crown rump length (40days to 30weeks of gestational age). At 40mm fetus, developing synovial tissue was observed in homogenous interzone as a vascular mesenchyme around the periphery. The primitive joint space was appeared after the intermediate layer of the interzone in direct contact with chondrogenic layer at 60mm fetus. Differentiation of the synovial membrane coincided with clarification of the joint cauity. When dilatation of the synovial cavity occurred, the two types of synovial cells were well endowed with rough endoplasmic reticulum. At 100mm fetus, type A cells with a markedly attenuated cytoplasm were found as well as those cells which contained pinocytotic vesicles and vacuoles. By 150-200mm fetuses a majority of the intimal cells were type B. These cells were characterized by abundant rough endoplasmic reticulum and well developed Golgi complex. In contrast, A-type cell had numerous filopodia, pinocytotic vesicles lysosomes, and large vacuoles containing amorphous material. At 260mm fetus, the intimal cells were well developed and plentiful. The most marked difference between the synovial membrane of full-term fetus and adult was the large amount of collagen in the latter. During fetal period, the B-cells were most numerous cell type in the intimal cells. The B-cells were clearly distinguishable from the A-cells by their content of extensive rough endoplasmic reticulum and well developed Golgi complex.