Phagocytosis, a critically important process employed by leukocytes against invading pathogens, is an actin-dependent clathrin-independent process that results in the internalization of particles >0.5 microm in diameter. Phagocytosis consists of a number of stages, including the binding of particles to the cell surface via interaction with a receptor, engulfment of the particle by pseudopod extension, and fission and fusion reactions to form phago-lysosomes. Much remains to be learned concerning the molecular mechanisms that regulate particle internalization and phagosome maturation. Dictyostelium is a genetically tractable professional phagocyte that has proven useful in determining the molecular steps involved in these processes. We will summarize, in this chapter, what we currently understand concerning the molecular mechanisms that regulate the process of phagocytosis in Dictyostelium, and we will compare and contrast this body of information with that available describing phagocytosis in higher organisms. We will also present current information that suggests that macropinocytosis, a process morphologically similar to phagocytosis, utilizes a different signaling pathway than phagocytosis. Finally, we will discuss the process of maturation of phagosomes, which requires membrane trafficking events, and we will summarize data that support the use of Dictyostelium as a model to determine how intracellular pathogens survive.