Direct microscopic examination of natural freshwater samples reveals a variety of small microorganisms having elaborate cellular appendages. Several strains have been isolated from crude cultures containing low concentrations of organic nutrients. All of the isolates are procaryotic. They are aerobic chemoorganotrophs that require vitamins for growth. Because they cannot be assigned to any of the existing bacterial genera, two new genera are proposed: Ancalomicrobium for organisms which have several long appendages and which reproduce by budding; Prosthecomicrobium for organisms which have many short appendages tapering toward a blunt tip and which reproduce by binary fission. Gas vacuoles have been found in strains of each genus. The term prostheca is proposed for the rigid appendages of procaryotic cells bounded by the cell wall, and is defined to include the structures on these new bacteria, as well as the stalks of the caulobacters and the hyphae of the hyphomicrobia.