The present study was designed to reveal membrane events during an erythrophagocytosis by electron microscopy. The erythrocytes, which were extravasated into rats' mesenteric lymph node sinuses by short clamping of the portal-vein and phagocytosed by fixed macrophages, were analysed at 0.5, 1, 3, 4 and 6 hr after reopening of the vein by using freeze-fracture and thin-section techniques. The results were as follows: the intramembranous particles of the phagocytosed erythrocyte aggregated after injection of lysosomal enzymes into the phagosome. The digested cytoplasm accumulated in the space between the phagosomal and erythrocyte membranes and was removed from the phagosome by bleb formation or invagination. Subsequently, the erythrocyte membranes lost their intramembranous particles and fragmented. The phagosome lost its density and erythrocyte-structure and became a vacuole (phagosomal ghost), which fractured lamellarly.