Using /sup 3/H-thymidine autoradiography, long-term alterations in cell kinetics were studied in guinea pig skin after ..beta..irradiation with 3000 rads. After complete depopulation, epidermal basal cells at the radiation margin became proliferative 10 days postirradiation and spread over the depopulated area. When epithelization (20 days) was complete the cell cycle time of the basal cells reverted to normal, but the differentiation rate was much slower than that in unirradiated skin. This appeared to be a cause of the persistent (acanthotic) hyperplasia. Similar but slower changes were found in dermal tissue. Reparative proliferation of fibroblasts and capillary endothelial cells began at 20 and 30 days, respectively. Active fibroblastic proliferation was found as late as 110 days. This, along with the abortive nature of the reparative angiogenesis, seemed to be a cause of the later fibrosis (150 to 400 days).