Phagocytosis of encapsulated Friedländer's bacilli has been demonstrated in the lungs of rats in the absence of both circulating and local antibody. The mechanism of phagocytosis independent of antibody has been shown to be due to the same surface factors that operate in the phagocytosis of Type I pneumococcus under similar conditions. Direct observation of the phagocytic process reveals that leucocytes in the lung can phagocyte unopsonized Friedländer's bacilli only by trapping them against the surfaces of alveolar walls or bronchi, or by pinning them against the surfaces of adjacent leucocytes. Evidence is presented that Friedländer's bacilli thus phagocyted are rapidly killed in the cytoplasm of the phagocytic cells. Reasons are discussed for the failure of prolonged chemotherapy to cure lung abscesses that not infrequently complicate the pneumonia due to Friedländer's bacillus.