Infection of Hydrilla verticillata by Macrophomina phaseolina was investigated using scanning and transmission electron microscopy. Sprigs of plants in petri plates were inoculated with suspensions of fungal hyphae. Samples of inoculated and noninoculated plants were taken over time. Fungal cells attached to lower epidermal cell walls but not the upper epidermal cell walls of leaves. In less than 40 h, penetration through the cell wall was completed and colonization of host cells was observed. Penetration of upper epidermis was limited to the cell wall adjacent to a lower epidermal cell. No penetration was observed through the outer cell wall of upper epidermis. Inhibition of penetration through the outer cell wall of the upper epidermis may be attributable to an osmiophilic layer below the cell wall. Disruption of the host cell walls and subsequent host cell death was preceded by massive colonization of the host by this pathogen.