Hfr strains of Escherichia coli K-12 were found capable of accepting a F'lac episome during mating, with a frequency approximating that of F(-) strains. However, the F'lac episome was unable to replicate in the Hfr cells, and was diluted out during the growth of the culture. The lac(+) gene of the episome can be "rescued" by recombination into the host chromosome, as shown by the appearance of variegated recombinant colonies on a lactose-fermentation indicator medium. In recA Hfr strains, however, no lac(+) offspring were obtained in crosses with F'lac donors. The induced synthesis of beta-galactosidase in F'lac(+) x Hfr zygotes was studied. Rates of enzyme synthesis were approximately constant with respect to time as expected from unilinear inheritance of the F'lac episome. However, the rate of synthesis eventually increased, presumably due to integration of the lac(+) gene in some of the zygotes. In F'lac(+) x recA Hfr zygotes the rate of beta-galactosidase synthesis remained constant with respect to time, as expected.