This report is devoted principally to a consideration of the fate of the pinocytotic vacuole and its content in the ameba Pelomyxa carolinensis (Chaos chaos). High resolution micrographs of the plasmalemma have shown it to consist of three layers, i.e., an outermost filamentiferous zone, a middle homogeneous zone, and an inner zone which appears to be a unit membrane. The three zones can be identified in the membranes lining the pinoyctotic tunnels and vacuoles of amebas fixed shortly after pinocytosis occurred. The first apparent change in the pinocytotic vacuole is an increase in the surface-to-volume ratio which occurs during the 1st hour of its existence. Within 24 hours the marker substance commonly collects in defecation vacuoles which can be identified by the profiles of bacteria usually found in the lumen. Occasionally, however, thorotrast can be seen in the lumen of the contractile vacuole. The thorotrast appears to enter the two excretory organelles by the coalescence of vesicular fragments of the pinocytotic vacuoles with the limiting membranes of the excretory organelles.

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