Abstract. Similar phagocytic and digestive events involving erythrocytes containing HEINZ bodies occured in KUPFFER cells and splenic macrophages of the dog. The earliest stage was confinement of a nonhemolyzed red blood cell by the membrane of a phagocytic vacuole. Next, there was leaching of hemoglobin into the phagocytic vacuole, followed by fragmentation and loss of the erythrocytic membrane. A round phagocytic vacuole containing hemosiderin was the fate of phagocytized erythrocytes containing HEINZ bodies.There were HEINZ bodies in both the cytoplasm and nucleoplasm of turkey erythrocytes. Such erythrocytes occurred in phagocytic vacuoles of KUPFFER cells and splenic macrophages and evolved through a process similar to that occurring in canine tissue, except that a single vacuole often contained one or more erythrocytes. HEINZ bodies were first described in 1890 [3], but there still is not agreement as to their nature and disposition. The popular opinion is that they be an insoluble denaturative product of hemoglobin [4,7,8], be composed of repeating electron-dense units [7], and be removed by the reticuloendothelial system [&lo]. It is known that erythrophagocytosis is accomplished in KUPFFER cells and that the digestion of erythrocytes occurs within phagocytic vacuoles [2]. Erythrocytes containing HEINZ bodies are phagocytized 'in a like manner [8,10]. However, the entire sequential process of disposal of HEINZ bodies in macrophages of the liver and spleen has not been resolved. This paper reports an ultrastructural study in dogs and turkeys of phagocytosis of erythrocytes containing HEINZ bodies and the reconstruction of the orderly procession of events leading to the ultimate fate of HEINZ bodies in macrophages of the liver and spleen.