A small cavity was made in the mesiopalatal area of the maxillary first molar adjacent to the gingiva. Mice were maintained on 40 mg/kg phenytoin (or on diluent for control) by daily intraperitoneal injections. After 9 weeks, light microscopic observations revealed that in experimental mice, epithelial cells migrated towards the cavity and covered it. In controls, epithelial cell migration towards the cavity did not occur. For scanning electron microscopic (SEM) studies, specimens were fixed in 4% glutaraldehyde in 0.1 M phosphate buffer, pH 7.2, for 2 hours, dehydrated, critical point dried and coated with gold. The surface of the outer gingival epithelium of experimental and of control mice showed a honeycomb arrangement of the microridges suggesting their keratinized nature. Epithelial cells lining the cavity showed well marked macroridges along their borders. Parallel microridges were observed on the upper surface of these cells suggesting that they were non-keratinized. It was concluded that the migrating epithelial cells, that covered the cavity during phenytoin-dependent gingival overgrowth, were of the non-keratinized type.