The ultrastructure of the surface of primary human amnion monolayer cells undergoing cytopathology induced by Clostridium difficile toxin was examined by scanning electron microscopy. Our observations indicated that the type and distribution of cell surface projections were altered dramatically by this toxin. The patterns of such surface changes were specific for the two different types of cells found in this cell culture. Cells with demarcated borders showed rearrangement of microvilli into globular chains or ridges which lined up with the branching membrane. Cells without demarcated borders exhibited studlike microvilli, all arranged into ridges or globular chains. These changes were noted after 1 h of toxin exposure and persisted without further progression, in spite of continued toxin exposure, up to 48 h. These data indicate that C. difficile produces a cytolytic toxin and that scanning electron microscopy may be useful in determining toxin-cell interactions.