Scanning electron microscopy and freeze-etching/cleaving have been employed to examine events in the synchronized development of gametophytic germlings of the aquatic Phycomycete Allomyces macrogynus. Motile spores were induced to start synchronized development and the sequence of surface changes associated with the encystment process was studied. Time course studies show that small vesicles (apparently blebbed off from the gamma-particles) start to accumulate on the surface of the plasma membrane after 6 min of synchronized growth at the same time as the first cell wall material can be detected. The vesicles increase in number during encystment. After 15 min of synchronized growth the number of vesicles decrease and after 20 min of growth no vesicle can be observed on the cell surface. During this period the cell surface appears increasingly smooth, probably due to cell wall formation. In freeze-etching/cleaving electron micrographs from this period, both intact and what appear to be ruptured vesicles outside the cell surface, can be observed. The intact vesicle has a characteristic surface pattern presumably of membrane particles. This surface view of the encystment processes supports the hypothesis that the gamma-particles through gamma vesicle formation participate in the cell wall synthesis during encystment in Allomyces.