Evidence has been provided for the in vitro phagocytosis of virulent Treponema pallidum by stimulant-induced peritoneal macrophages. After the 4-hr incubation of macrophages with T. pallidum, treponemal antigens associated with the macrophages are specifically stained using indirect immunofluorescent techniques. Phagocytized treponemes appear within the cytoplasm of macrophages as round, brightly fluorescent “bodies” observable in increasing numbers as the duration of the treponeme-phagocyte interaction increases. Their presence is significantly reduced in the cytoplasm of macrophages that have been treated with cytochalasin B, a known inhibitor of phagocytosis, and in nonphagocytic fibroblasts. Additionally, supportive evidence for T. pallidum phagocytosis in vitro has been provided by electron microscopic examination in which treponemes have been demonstrated within typical phagocytic vacuoles. This study also provides evidence that immune serum factor(s) significantly promote the phagocytosis of T. pallidum, although a contribution by heat-labile serum factors has not been demonstrated. The possible mechanisms of immune serum contribution and the implications of the demonstration of T. pallidum phagocytosis are discussed.