Internalization of membrane, fluid and receptor-bound ligands into cells occurs by at least two endocytic mechanisms. One is dependent on clathrin and responsible for concentrative uptake of growth factors and other ligands, whereas the other operates without clathrin. Clathrin-independent endocytosis, which might involve more than one mechanism, can contribute significantly to the total uptake of membrane and fluid in a cell. The properties and possible roles of clathrin-independent endocytosis are discussed in this article.