Cells with features suggestive of ameboid motion and phagocytic properties are observed in the rat corpus callosum during the first few days of life. These cells, hereafter referred to as 'ameboid cells', have been investigated in several ways. An electron microscopic study of the corpus callosum in 5- to 7-day-old rats indicated that most 'ameboid cells' were typical macrophages, but some displayed features of monocytes, while others appeared to be transitional between the two types. These observations raised the possibility that blood monocytes were the precursors of 'ameboid cells'. This possibility was tested by injecting a suspension of carbon particles into the circulation of rats of various ages to label and trace monocytes. Within 15 minutes after injection, carbon particles were seen between cells in blood smears as well as in the lumen of capillaries, but not between cells and axons in corpus callosum. By a half hour, a few of the circulationg monocytes, and with time, up to half of them, contained carbon particles. Five days after injection, carbon particles were observed in cells of the corpus callosum identified as 'ameboid cells' of the monocytic and macrophagic type. Such carbon-containing cells were seen in many of the animals injected at the age of 0-1 day, in few of those injected at 3-5 days, and in none of the older animals. Since free carbon had not been observed in corpus callosum spaces, it was concluded that 'ameboid cells' did not pick up carbon locally. The alternative was that blood monocytes, after ingesting carbon particles in the circulation, migrated to the corpus callosum and settled as 'ameboid cells'. In the hope of obtaining a direct confirmation of this conclusion, blood cells obtained from carbon-injected Lewis rats were centrifuged in a Percoll gradient to obtain a fraction which contained 70-80% monocytes, less than 2% granulocytes, and 20-30% lymphocytes. Carbon was present in up to half of the monocytes and 1% of the granulocytes, but not in the lymphocytes; and it was calculated that over 99% of the carbon-labeled cells were monocytes. The cell fraction was then introduced into the blood circulation of 2- to 3-day-old syngeneic Lewis rats, and the animals were sacrificed 5 days later. Occasional carbon-labeled cells appeared not only in liver, spleen and connective tissue, but also in the corpus callosum, where they were identified as 'ameboid cells' of the monocytic and macrophagic type. Even though such cells were infrequent, their presence conclusively demonstrated that at least some 'ameboid cells' of the corpus callosum were derived from circulating blood monocytes.