The purpose of this study was to observe the facial, lingual and gingival walls of the cavity walls with various kinds of cutting tools. Class II cavities were prepared in newly extracted sound humen mandibular 1st left premolars, and observed in Sanning electron microscope. Diamond point (#201) and Tungsten Carbide burs (#170L) were used in ultra high speed handpieces (rpm 200000), and Tungsten Carbide bur (#702) and Steel bur (#560) were used in conventional handpieces (rpm 6000). All cavities were prepared under water spray, except for some which were finished with a dry abrasive stone (#57). Some cavities were finished with chisels (#41, 42, 83). The following results were obtained. 1. The cavity walls prepared with Diamond point were rougher than the cavity walls with Carbide burs and Steel burs. 2. The chisels were produced the smoothest surface. 3. The cavity walls which were prepared with cutting blades rotated toward enamel surface from outside, were smoother than cavity walls which were prepared with cutting blades rotated toward outside from the enamel surface.