1. When rat yolk sacs were incubated in serum-free medium 199, the '251-labelled forms of both formaldehyde-treated bovine serum albumin and ribonuclease were captured far more rapidly than 1251-labelled polyvinylpyrrolidone. Extensive adsorption of these proteins to the plasma membrane is the main cause of this effect.2. Quantitative analysis of the adsorptive-phase pinocytosis of these two proteins showed curved Hofstee plots, suggesting either the presence of multiple classes of binding site on the surface of pinocytically-active yolk-sac cells or a single class of binding site that exhibits negative cooperativity in the binding of these proteins. The values of K, were similar, ranging over 0.6-11.8 pM for '251-labelled ribonuclease and over 0.31 -4.7 pM for formaldehyde-treated '251-labelled albumin.3. Competitive uptake studies, in which tracer amounts of each of the '251-labelled proteins were ingested from serum-free medium containing a higher concentration of one of a series of unlabelled proteins, revealed marked differences between the two radiolabelled proteins. These findings suggest that formaldehyde-denatured albumin is captured by binding to hydrophobic binding sites on the plasma membrane whereas ribonuclease is captured by binding to negatively charged sites.Studies by Ashwell and co-workers [I] established unequivocally the importance of terminal galactosyl residues in determining the rate of clearance of modified serum glycoproteins from the circulation of the rat by hepatocytes. Other investigators have since extended these studies by ihowing that different oligosaccharide-based determinants are important in the endocytic capture of a variety of glycoproteins by other mammalian cells (see [2] for a review). Apart from formaldehyde-treated '251-labelled bovine serum albumin, whose clearance froin the circulation has been investigated [3,4] and whose uptake by isolated hepatocytes and nonparenchymal liver cells has been investigated in vitro [5], the endocytic capture of simple proteins has received relatively little attention. It has, however, been shown that in vitro the rat yolk sac rapidly ingests denatured preparations of bovine serum albumin by adsorptive pinocytosis [4,6], but a detailed quantitative analysis of the uptake of such protein preparations is hampered by the presence in the incubation medium of high concentrations of potentially competing proteins derived from the calf-serum component of the medium.The recent demonstration that yolk-sac tissue will actively pinocytose in serum-free medium 199 [7] has enabled the complications caused by the presence of calf serum [6] to be avoided, thus permitting a more detailed investigation of protein-binding to the plasma membrane [7]. Since the monomeric forms of several simple proteins have been shown to be captured by the rat yolk sac almost entirely by adsorptive pinocytosis [S], it was of interest to establish the affinities of some of these proteins for binding sites on the plasma mcmbrane. It was also of interest to investigate the ...