The proteins of amoebae and plasmodia of strain CL of Physarum polycephalum have been compared by two-dimensional gel electrophoresis. Both forms of the organism were labelled by growth on formalin-killed bacteria labelled with [35S]sulphate, [3H]lysine or [14C]lysine. Plasmodia were also labelled from radioactive lysine in the medium. 2. Of 306 relatively abundant proteins examined, 26% were phase-specific, that is they were found only in amoebae or in plasmodia. About a quarter of these apparent differences in gene expression may be due to minor changes in charge and/or size. 3. Amongst the 74% of the proteins present in both amoebae and plasmodia, there are substantial differences in differential rates of synthesis and these have been measured for a representative set of proteins by a double-label procedure.