In murine C1300 neuroblastoma cells, clone Neuro 2A, the major fraction of the necessary increase in cell surface area during the cell cycle occurs within a short period around mitosis. During this period cell cycle-related modulations in a number of structural, dynamic and transport properties are most prominent. In this study we have examined the mechanism of rapid plasma membrane growth during mitosis, and the resulting changes in the ultrastructural features of the plasma membrane, by scanning and freeze-fracture electron microscopy as well as by electron microscopy of ultrathin sections. Our observations show that plasma membrane growth occurs by the fusion with and the incorporation into the plasma membrane of cytoplasmic multilamellar, lipidic membrane vesicles. Such vesicles are not observed at other times in the cell cycle. As a consequence, IMP-free domains appear transiently in the mitotic and early post-mitotic plasma membrane. Comparison of replicas prepared from glutaraldehyde-fixed cells and unfixed, ultrarapidly frozen cells showed that aldehyde fixation artefactually induces a bleb-like appearance of these domains. The IMP-free domains disappear in the G1-phase as a result of the mobilization and lateral redistribution of membrane components. It is argued that mitotic membrane growth by preferential incorporation of membrane lipids not only serves to accomodate for the necessary increase in cell surface area, but also provides a mechanism for plasma membrane-mediated regulation of the cell cycle.