The uptake of Escherichia coli by the quahaug, Mercenaria mercenaria, was studied to obtain an insight into the environmental parameters significant to the accumulation of bacterial pathogens by shellfish growing in polluted waters and into the kinetics of the uptake process. Experimental uptake was achieved by placing the animals in a flowing water system in which the contamination level of the water and its temperature and salinity could be controlled. Data from periodic assays of individual animals suggested that accumulation of the bacteria by the quahaug proceeds to an equilibrium level which is a function of E. coli content of the water and its overall particulate matter. Accumulation takes place in the digestive gland and, to a lesser extent, in the siphon of the animal.