Phagocytosis of Bacteroides fragilis and Bacteroides thetaiotaomicron by human polymorphonuclear leukocytes (PMNL) was studied using a modified fluorochrome assay. Bacteria were grown overnight, washed and opsonized in normal, human, pooled serum. Preopsonized bacteria, either in suspension or preadhered onto a glass cover slip, were then incubated with PMNL. Afer appropriate incubation, the mixtures were centrifuged onto the cover glasses. The cover glasses were stained with acridine orange, while duplicate cover glasses were also stained with Giemsa solution. The total number and distribution of bacteria and PMNL, as well as morphological changes in PMNL, were observed with the Giemsa stain. The acridine orange stained only ingested bacteria which provided an accurate indication of phagocytosis. Bacteroides cells adhered to a glass surface were phagocytized significantly more efficiently than Bacteroides in suspension.