The numeric concentration of procaryotic and eucaryotic cells that form the planktonic microbial community decreases monotonically and rapidly with increasing size. This size distribution has been interpreted to be the result of allometric control of growth and respiration rates, but we propose an alternative "random encounter" hypothesis to explain such a distribution. According to this hypothesis, the size distribution of cells that range from 0.3 to 100 pm results from sizeselective predation by protozoans. A phagotrophic population will swim randomly through the water encountering both prey and predators. At steady state, such a population must ingest smaller prey at a sufficient rate to balance its rate of loss to larger predators. The size distribution of cells must, therefore, satisfy this condition. In particular, a mathematical statement of the hypothesis is based on the following relationships: volume of a cell varies as the cube of its diameter; clearance rate (L3T-I) by a predator varies as the square of its diameter; and, for a given population, its range of possible prey sizes varies with its prey diameter at the same time that the range of predator sizes able to capture the given population varies with its predator diameter.Measurements at sea of the distribution of particle sizes by electronic detection (Sheldon et al. 1972(Sheldon et al. , 1973 and by phase contrast microscopy have shown that there is a characteristic distribution for particles in the size range between 2 and 100 pm. Samples collected from diverse regions of the open ocean are all characterized by a steep and continuous decrease in the particle concentration with increasing particle size. This size distribution has been mathematically characterized as a hyperbolic distribution in which the the concentration of particles decreases as roughly the 4th power of the particle's size (e.g. McCave 1975).