Prorocentrum minimum is a neritic dinoflagellate that forms seasonal blooms and red tides in estuarine ecosystems. While known to be mixotrophic, previous attempts to document feeding on algal prey have yielded low grazing rates. In this study, growth and ingestion rates of P. minimum were measured as a function of nitrogen (-N) and phosphorous (-P) starvation. A P. minimum isolate from Chesapeake Bay was found to ingest cryptophyte prey when in stationary phase and when starved of N or P. Prorocentrum minimum ingested two strains of Teleaulax amphioxeia at higher rates than six other cryptophyte species. In all cases -P treatments resulted in the highest grazing. Ingestion rates of -P cells on T. amphioxeia saturated at ~5 prey per predator per day, while ingestion by -N cells saturated at 1 prey per predator per day. In the presence of prey, -P treated cells reached a maximum mixotrophic growth rate (?max ) of 0.5 d(-1), while -N cells had a ?max of 0.18 d(-1). Calculations of ingested C, N, and P due to feeding on T. amphioxeia revealed that phagotrophy can be an important source of all three elements. While P. minimum is a proficient phototroph, inducible phagotrophy is an important nutritional source for this dinoflagellate.