This paper reports preliminary results of the observation by acoustic microscopy of living cells in vitro. The scanning acoustic microscope uses high-frequency sound waves to produce images with submicrometer resolution. The contrast observed in acoustic micrographs of living cells depends on the acoustic properties (i.e., density, stiffness, and attenuation) and on the topographic contour of the cell. Variation in distance separating the acoustic lens and the viewed cell also has a profound effect on the image. When the substratum is located at the focal plane, thick regions of the cell show a darkening that can be related to cellular acoustic attenuation (a function of cytoplasmic viscosity). When the top of the cell is placed near the focal plane, concentric bright and dark rings appear in the image. The location of the rings can be related to cell topography, and the ring contrast can be correlated to the stiffness and density of the cell. In addition, the character of the images of single cells varies dramatically when the substratum upon which they are grown is changed to a different material. By careful selection of the substratum, the information content of the acoustic images can be increased. Our analysis of acoustic images of actively motile cells indicates that leading lamella are less dense or stiff than the quiescent trailing processes of the cells.The scanning acoustic reflection microscope is a novel way of investigating biological materials with submicrometer resolution. The information content of acoustic images differs from that of optical or electron microscopic images. Acoustical images contain information about mechanical properties of the object: density, stiffness, and acoustic attenuation. An acoustic microscope with water as the coupling medium has been used to image subcellular detail in fixed cells (1). A liquid argon-coupled acoustic microscope has been used to image human metaphase chromosomes with a resolution of 0.38 ttm (2) opening angle. The spherical interface focuses the acoustic beam to a diffraction-limited spot in the liquid (5). A portion of the acoustic energy is reflected by the object. The reflected acoustic waves are collected by the lens and converted back into an electrical signal by the transducer. The detected acoustic power determines the brightness of a picture element in the acoustic micrograph. The acoustic image of the object is formed point-by-point as the object is mechanically scanned in a raster pattern. The time to record an image is typically 30 sec. The image is visually displayed on a cathode-ray-tube screen and the face of that screen is photographed to preserve the image.The contrast-observed in reflection acoustic images is a function of the mechanical properties of the object and of lens-toobject spacing. When living cells are imaged, the acoustic return is typically maximal when the surface of the substratum is located in the focal plane of the lens. We define this position as Z = 0. The mathematical notation for the acoustic lens output ...