The ciliated protozoan, Terebrospira chattoni, invades the exoskeleton of the shrimp, Palaemonetes pugio, eating out long galleries parallel to the surface of the exoskeleton. Solubilization of the exoskeleton occurs around an area of the elaborately infolded surface membrane at the anterior of the organism. Dissolved products of the digestion of the exoskeleton are taken into the body by the formation of coated vesicles at pores in the membrane. The surface membrane that is taken in by pinocytosis is apparently recycled by the introduction into the membrane of organelles implicated in membrane recycling in other ciliates. Acid phosphatase can be demonstrated on the surface membrane as well as in the endocuticle around the organism.