Budding and metamorphosis in the suctorian ciliate, Discophrya collini, have been investigated by scanning electron microscopy. The adult body form, tentacles, stalk, and attachment disk are described. A field of depressions or small pits was observed in the pellicle of adult suctorians in the early stages of bud formation. These pits deepen and coalesce until one large pore, the birth pore, remains. Cilia protrude through the pore, and as eversion of the bud proceeds the meridional arrangement of the larval ciliation is evident. After eversion is completed, a pronounced division furrow is found between the adult and soon-to-be-released swarmer. The stalk-forming region is seen on swarmers. Metamorphosing swarmers produce tentacles upon settling before any indication of ciliary resorption. Resorption of cilia and change in body form occur progressively with the production of the attachment disk and stalk.