Dendritic cells (DCs) are potent antigen-presenting cells for a variety of immune responses; however, their mechanism of action has not been established. It is known that DCs can cluster with one another and with other cell types during in vitro immune responses, and clustering may be essential for the activation of resting lymphocytes. In this study, ultrastructural examination of clusters that form during extended culture of enriched rat splenic DCs (approximately 70% DCs) is reported. DCs were readily distinguished from other cell types, which included lymphocytes and macrophages. DCs displayed characteristic veils and/or dendritic processes that intertwined with processes of other cells within the cluster, or extended from the cluster periphery. Occasional DCs contained large vacuoles lined with small vesicles. A paramount feature of DCs is their constitutive expression of high levels of surface major histocompatibility complex class II antigens. The surface distribution of class II antigens on clustering DCs was examined using 10 nm immunogold labeling techniques and high-resolution scanning electron microscopy. DCs were readily distinguished by morphologic criteria, and examination of various surface membrane regions revealed a differential distribution of class II antigens. Gold label was frequently distributed in linear arrays and clusters, suggesting a cytoskeletal role in the recycling/redistribution of Class II antigens. These morphologic findings further an understanding of basic DC biology and their mechanism of action as antigen-presenting cells.