Ultrastructural organization of encysting zoospores of Allomyces macrogynus was examined using the methods of cryofixation and freeze substitution. During enxcystment, obvious changes were observed at the surface of the plasma membrane and in the structure of gamma particles. Many multivesicular bodies associated with the plasma membrane were observed at early stages of encystment. After induction of encystment, vesicles were found within the gamma particles. These vesicles appeared to leave gamma particles after forming multivesicular bodies. This study suggests that the cell wall formation during encystment is mediated by the fusion of multivesicular bodies with the plasma membrane.