The mode of melanosome transfer from melanocytes to keratinocytes in epidermal cell cultures has been examined with time-lapse cinematography and electron microscopy. A tip of a melanocyte dendrite containing melanosomes became enfolded by a recipient keratinocyte. It was then pinched off to form a cluster of melanosomes which initially seemed to be surrounded by two layers of membranes. The phagocytized dendrite was gradually decomposed and became an aggregate of melanosomes surrounded by a single membrane of the keratinocyte. The individual melanosomes were dispersed from the aggregate into the keratinocyte cytoplasm, depending on the size of melanosomes. The larger ones were single and smaller ones were complex. The mechanism of melanosome transfer in vitro is a type of cytophagocytosis. The entire process consists of two steps: the first is a cytophagic process and the second a melanosome dispersion process. The process is influenced by various exogenous factors.