The intracellular distribution and level of acid hydrolases in Ochromonas malhamensis were studied in cells grown osmotrophically in a defined medium, in a carbon-free starvation medium, and during phagotrophy in each of these media . By cytochemical techniques, little enzymic reaction product was observed in the vacuoles of osmotrophic cells grown in the defined medium . Starved cells, however, contained autophagic vacuoles and cannibalized other Ochromonas cells . Dense enzymic reaction product was observed in the digestive vacuoles and in the Golgi cisternae of these starved cells. Moreover, starved cells and cells grown in a nutritionally complete medium ingested Escherichia coli which appeared in digestive vacuoles containing enzymic reaction product . Biochemical assays for lysosomal acid phosphatase (E .C . 3 .1 .3 .2 orthophosphoric monoester phosphohydrolase) and acid ribonuclease (E .C . 2 .7.7 .16 ribonucleate nucleotido-2'-transferase) were done on Ochromonas cultures in the same experimental treatments and under identical assay conditions as the cytochemical study . During starvation, the acid hydrolase specific activities were consistently twice those found in cells grown in an osmotrophic complete medium . Ochromonas fed E. coli showed no increase in acid hydrolase specific activity as compared to controls not fed E. coli.