The feeding of 18 species of thrcale hetrophi dinoflagellates from three genera (Protoperidininm, Oblea, Zygabikodinium) can all be described within one general framework. These species engulf diatoms and other prey with a pseudopod (herein terned a “Pallium”)which originates at the flagellar pore in the sulcus. The pallium is a highly plastic, membranous organ which rasily strethes to accommodate spines and many as 58 diatom cells in a chain. The contents of the phytoplanklon prey are liquified and transporued throughthe pallioum typically within 7 to 30 minutes of capture (although feeding may last 2 h) teaving an intact but empty cell wall or frustule. Thus far, with few exceptions, Protoperidinium specises have been observed feeding inly on diatoms, whereas two diplopsaloid species feed on dinoflagellates and prasinophytes as well. In four species from the three genera studied. a capture filament has been observed that connects the food to the dinoflagellate prior to extension of the pallium, sometimes allowing the cell to pull the food while swimming. A distinctive precapture swimming behavior is also deseribed foe six species, suggesting that the dinoflagellates are selective grazers.