Fine details of the sequential morphological events occurring during transition of microconidia (spores less than 5 micrometer in diameter) to the yeastlike phase of Histoplasma capsulatum as seen in ultrathin section are described and illustrated by electron micrographs. Masses of microconidia were obtained when the fungas was grown on a garden soil extract medium. Spores were incubated under in vitro environmental conditions conducive for phase transition (an enriched medium at 37 degrees C). Within 48 h of incubation, the microconidia either germinated to give rise to a short mycelium or the germ tube process became a yeast mother cell without further extension. The wall of the yeast mother cell was thin and smooth, and its cytoplasmic content was ultrastructurally complex, consisting of numerous lipid bodies, vacuoles, glycogen-like deposits, and membrane systems. Within 96 h, the mother cell underwent multipolar budding to form simultaneously linear hyphal and/or ovate yeastlike daughter cells. During the transition, new cell wall materials of the germ tube, the mother cell, and yeastlike daughter cells arose by blastic action from the innermost layer(s) of the wall of the precursor form. Lomasome-like vesicles were often seen in association with areas of new cell wall formation. After organellar migration into and septation of the daughter cells, the yeast mother cell's cytoplasmic content underwent marked degenerative changes.