Previous studies have suggested that the primary site of action of purified staphylococcal alpha toxin is the cell membrane. Scanning and transmission electron microscopy studies were undertaken, therefore, to define toxin-induced alterations in the surface morphology of rabbit and human red blood cells. During the prelytic lag phase, scanning electron microscopy revealed multiple discrete blisters on the surface of rabbit red blood cells; during hemolysis, cellular collapse and ghosts were seen, but most striking was the separation of large fragments of cell membrane from red blood cell surfaces. In contrast, alterations in less sensitive human red blood cells were limited to occasional fingerlike protrusions during the period of accelerated lysis. Transmission electron microscopy substantiated these changes. These studies have provided further evidence that the cell membrane is the primary site of action of staphylococcal alpha toxin.