It is by now well established that antigens entering lymph nodes become localized in two chief areas (1-7). All antigens are taken up, though to varying extents, by macrophage cells present in large numbers in the medulla and in much smaller numbers elsewhere in the node. In the presence of specific natural or immune antibody, antigen will also be specifically trapped in the cortical lymphoid follicles, where it does not enter typical macrophages. The bulk of follicular antigen is retained on the surface of reticular cell processes forming a dendritic web (4,6, 8,9). We do not know the relevance of either of the above two antigen-capturing mechanisms to the inductive events of immunity. The present study is an attempt to enlarge our understanding of both mechanisms through the use of the electron microscope. Microgram quantities of purified Salmonella adelaide flagella were labeled with carrier-free 1251 and injected into one hind foot-pad of adult rats. Localization of antigen in the popliteal lymph nodes at various subsequent time points was studied by the technique of electron-microscopic radioautography. The sequence of events in the lymph node medulla forms the basis of the present paper. The entirely different phenomena occurring simultaneously in the cortex are described in the accompanying paper.From a number of recent pubiications (10-13) we now have a fairly comprehensive picture of the way in which phagocytic cells handle small particles. Material enters cells by the formation of small vacuoles lined by portions of the plasma membrane (pinocytosis, athrocytosis, phagocytosis, and endocytosis). Then such vacuoles fuse both with each other and with a variety of cell inclusions which contain hydrolytic enzymes. There is good evidence that these hydrolases are synthesized, as other proteins, on polyribosomes; transported via the endoplasmic reticulum to the Golgi region; sequestered into tiny