Incubation of fluorescently labeled influenza virus particles with living cultured cells such as lymphoma S-49 cells or hepatoma tissue culture cells resulted in a relatively high degree of fluorescence dequenching. Increase in the degree of fluorescence (35-40% fluorescence dequenching) was observed following incubation at pH 5.0 as well as at pH 7.4. On the other hand, incubation of fluorescently labeled influenza virions with erythrocyte ghosts resulted in fluorescence dequenching only upon incubation at pH 5.0. Only a low degree of fluorescence dequenching was observed upon incubation with inactivated unfusogenic influenza or with hemagglutinino-influenza virions. The results of the present work clearly suggest that the fluorescence dequenching observed at pH 5.0 resulted from fusion with the cells' plasma membranes, while that at pH 7.4 was with the membranes of endocytic vacuoles following endocytosis of the virus particles. Our results show that only the fluorescence dequenching observed at pH 7.4--but not that obtained at pH 5.0--was inhibited by lysosomotropic agents such as methylamine and ammonium chloride, or inhibitors of endocytosis such as EDTA and NaN3.