Scanning electron microscopy was used to investigate the morphological changes of the tail musculature of the metamorphosing anuran tadpole, attention being focused on phagocytosis by macrophages. Muscle fibers were stained en bloc with silver and freeze-fractured during dehydration, or torn after drying. Samples were sputter-coated with gold-palladium and observed in both secondary electron- and back-scattered electron modes with a scanning electron microscope. Various cells were identified by the methods of secondary electron- and back-scattered electron images. Some macrophages lying between muscle fibers at prometamorphic stages possessed numerous finger-like projections and well-developed ruffles. During degeneration of muscle fibers macrophages collected in the degenerating region and invaded the space between the disordering myofibrils. In advanced stages the numbers of macrophages clearly increased on or around the degenerating muscle fibers. At the climactic stage fragmented muscles were entrapped and then engulfed by the macrophages. With the completion of phagocytosis, the macrophages became globular with reduction of the ridge-like ruffles. Macrophages may play a role not only in scavenging the fragmented muscle fibers, but also using their long processes in active formation of the fragments.