The nematode-trapping process by Arthrobotrys conoides was investigated with the aid of scanning and transmission electron microscopy. 1. A. conoides captures nematode by means of three-dimensional network. 2. The wall of trap cell was thicker than that of vegetative hypha and the trap cell was more rich in cell organelles such as endoplasmic reticulum, mitochondria and electrondense granule. 3. The electron-dense granule, which could be found only in trap organs, gradually disappeared during its penetration into nematode cuticle. 4. The osmiophilic area was found at adhering site between the trap organ and nematode cuticle. 5. In some cases, any appressorium was not found at the site of penetration. 6. When the fungal-nematode culture was conserved for 2~3 weeks, numerous young nematodes were found to be adhered to spores, resulting in death.