Using transmission electron microscopy, we have studied the interaction of a2macroglobulin (a2M) with the surface of cultured fibroblasts. When cells were incubated for 2 h at 4°C with ferritin-conjugated a2M, --90% of the a2M was diffusely distributed on the cell surface, and the other 10% was concentrated in "coated" pits. A pattern of diffuse labeling with some clustering in "coated" pits was also obtained when cells were incubated for 5 min at 4°C with a2M, fixed with glutaraldehyde, and the a2M was localized with affinity-purified, peroxidaselabeled antibody to a2M. Experiments in which cells were fixed with 0.2% paraformaldehyde before incubation with a2M showed that the native distribution of a2M receptors was entirely diffuse without significant clustering in "coated" pits. This indicates that some redistribution of the a2M-receptor complexes into clusters occurred even at 4°C.In experiments with concanavalin A(Con A), we found that some of the Con A clustered in coated regions of the membrane and was internalized in coated vesicles, but much of the Con A was directly internalized in uncoated vesicles or pinosomes .We conclude that unoccupied a2M receptors are diffusely distributed on the cell surface . When a2M-receptor complexes are formed, they rapidly cluster in coated regions or pits in the plasma membrane and subsequently are internalized in coated vesicles . Because insulin and epidermal growth factor are internalized in the same structures as a2M (Maxfield, F. R., J . Schlessinger, Y . Shechter, I . Pastan, and M . C. Willingham. 1978 . Cell. 14: 805-810 .), we suggest that all peptide hormones, as well as other proteins that enter the cell by receptor-mediated endocytosis, follow this same pathway .KEY WORDS a2macroglobulin -coated sorptive or receptor-mediated endocytosis (23).regions -endocytosis -plasma membraneSubstances that exert their action subsequent to receptors specific binding to cell surface receptors include low-density lipoprotein (LDL) (2), lysosomal enThe internalization of molecules that have recep-zymes (11, l5), and hormones such as insulin (9) tors on the plasma membrane occurs through ad-or epidermal growth factor (EGF) (6, 10) . While