Intramembrane faces were visualized in the marine dinoflagellate Gonyaulax polyedra by the freeze-fracture technique, in order to test a prediction of a membrane model for circadian oscillations--i.e., that membrane particle distribution and size change with time in the circadian cycle. Cells from each of four cell suspensions in continuous light (500 Ix,(20)(21) were frozen, without fixation or cryoprotection, at four circadian times in a cycle. This paper reports findings concerning the membranes associated with the theca, particularly the cytoplasmic membrane and the membrane of the large peripheral vesicle. While the number and size distribution of the particles of the PF face of the cytoplasmic membrane were constant with time, those of the EF face of the peripheral vesicle doubled in number at 18 h circadian time as compared with 06 h. Particles of the 120-A size class, in particular, were more numerous at 12 and 18 h circadian time than at 00 and 06 h. While the finding does not provide definitive confirmation of the membrane hypothesis for circadian rhythms, it is consistent with this model. It is suggested that the peripheral vesicle may be the site of bioluminescence in Gonyaulax.The circadian rhythms of the dinoflagellate Go~ nyaulax polyedra are probably the most thoroughly investigated of any rhythms in unicellular organisms (12,28,31,32). One circadian system controls both stimulated and spontaneous bioluminescence, photosynthetic capacity, and cell division in this organism (20). The manner by which such diverse processes are coordinated within a circadian framework presents a formidable problem. Recently it has been suggested that the common denominator may be membrane localization of key biochemical steps in these processes (4,8,25,30). The pigments and enzymes of photosynthesis are associated with the thylakoid membranes of the chloroplast, and evidence has accumulated that the enzyme and substrate which produce bioluminescence are membrane bound (9). The control of cell division is less well understood, but this process may depend on the electrical properties of the cell membrane (19). These considerations have given rise to a membrane model for the generation of circadian oscillations (21,29).in view of the importance of membranes to the overt rhythmic processes, and possibly to circadian timing itself, an investigation of the ultrastructure of the various membranes of Gonyaulax seemed appropriate. Furthermore, the membrane model for the feedback generation of rhythms predicts that membrane particle number and distribution alter over circadian time. A direct examination of these particles at different circadian times might thus provide a test of this hypothesis.