Two clinical isolates from Prototheca wickerhamii were freeze-dried, fixed and studied by electron microscopy and were also examined growing in culture medium by phase contrast light microscopy. Resting spores placed on fresh medium developed cytoplasmic extensions which sequestrated before proliferation occurred. In the presence of adequate nutrients vegetative spores grew and subdivided to form up to 12 endospores within large sporangia which ruptured to release free spores every 5--6 hours. These proliferating or vegetative spores contained much more endoplasmic reticulum and mitochondria than the resting spores which contained more lipid, and often starch granules as well, but relatively few membranous organelles.