Administration of Freund’s adjuvant to cholesterol-fed rabbits inhibited the induction of atheroma in the aorta of rabbits when compared with cholesterol-fed india-ink-treated animals and cholesterol-fed saline-treated controls. Simultanously the blockade of the reticuloendothelial system by india ink caused a greater degree of atheromatous lesions in these rabbits. Smears of peripheral blood studied by light microscopy revealed the presence of circulating lipophages which were morphologically similar to the aortic foam cells isolated from the same animal. Isolation of mononuclear lipid-containing foam cells from aortic intima and the presence of a morphologically similar type of cell in circulating blood indicate that the blood might be the most likely source of intimal foam cells.