We have characterized swarming motility in Rhizobium leguminosarum strains 3841 and VF39SM. Swarming was dependent on growth on energy-rich media, and both agar concentration and incubation temperature were critical parameters for surface migration. A cell density-dependent lag period was observed before swarming motility was initiated. Surface migration began 3-5 days after inoculation and a full swarming phenotype was observed 3 weeks after inoculation. The swarming front was preceded by a clear extracellular matrix, from which we failed to detect surfactants. The edge of the swarming front formed by VF39SM was characterized by hyperflagellated cells arranged in rafts, whereas the cells at the point of inoculation were indistinguishable from vegetative cells. Swarmer cells formed by 3841, in contrast, showed a minor increase in flagellation, with each swarmer cell exhibiting an average of three flagellar filaments, compared with an average of two flagella per vegetative cell. Reflective of their hyperflagellation, the VF39SM swarmer cells demonstrated an increased expression of flagellar genes. VF39SM swarmed better than 3841 under all the conditions tested, and the additional flagellation in VF39SM swarm cells may contribute to this difference. Metabolism of the supplemented carbon source appeared to be necessary for surface migration as strains incapable of utilizing the carbon source failed to swarm. We also observed that swarmer cells have increased resistance to several antibiotics.