The role of light in turnover of photosensitive membranes was studied in isolated photoreceptors maintained in vitro. Ventral photoreceptors of the horseshoe crab, Limulus polyphemus, were used since they have been the subjects of many in vitro physiological studies. This study shows that the two classes of ventral photoreceptors, the large and small photoreceptors (Herman: companion paper), differ in their morphological response to light. The rhabdom of small photoreceptors is remarkable for its regularity, independent of lighting condition. The photosensitive microvilli of the rhabdom of small photoreceptors are narrow and almost always tightly packed in a hexagonal arrangement. In contrast, the morphology of the rhabdom of the large ventral photoreceptors is different in the dark and in the light, and the rhabdom undergoes turnover during lighting transitions. When fully dark-adapted, the photosensitive microvilli of large photoreceptors are narrow and well organized, sometimes in a crystalline array. However, in the light-adapted state, the microvilli are much thicker and very irregular. The transitions between the dark and light-adapted states, examined at midday, are rapid. After 5 minutes light exposure, the microvilli are dilated at their bases and shed membranes are present in the cytoplasm. By 30 minutes after light onset, the appearance of the rhabdom of large photoreceptors is indistinguishable from fully light-adapted cells. The transition to the dark-adapted state is equally rapid. Even at 5 or 12 minutes after light offset, most microvilli are narrow and quite regular, and by 30 minutes, the rhabdom usually appears to be fully dark-adapted. These experiments show that both the synthetic and degradative phases of rhabdom renewal take place in isolated photoreceptors. No efferent neural activity is required to initiate turnover; rather, changes in illumination alone are sufficient to generate rhabdom turnover in large ventral photoreceptors in vitro.