The formation of the meninges around the new spinal cord of the regenerating tail of the lizards Anolis and Lampropholis has been studied after injection of 3H-thymidine and 3H-proline. An optical and electron microscopic autoradiographical study revealed that many irregular 3H-thymidine labeled meningeal fibroblasts surround the apical regenerating spinal cord. Meningeal fibroblasts become flat at about 0.5-1 mm from the tail tip while they actively uptake 3H-proline involved in the synthesis of collagen and elastin. Elastic fibres are in intimate contact with the meningeal fibroblasts. One hour after injection of 3H-proline trace grains were seen most in the Golgi apparatus and secretory elastin-like vesicles. The importance of the elastic fibrils around the caudal spinal cord of lizard in relation to the body movements is discussed.