The principles underlying a new method of refractometry of living cells are discussed. The method was evolved from the chance observation that the amoebocytes of the blood of the earthworm, examined in their own blood, appeared bright instead of dark by positive phase-contrast microscopy. This was shown to be due to the presence of dissolved haemoglobin which raised the refractive index of the medium above that of the cytoplasm. In order to determine the refractive index of the latter it was only necessary to dilute the blood until the cytoplasm became virtually invisible. Non-pigmented proteins and other high molecular weight substances have now been substituted for haemoglobin.