In the study of the carbon-particle phagocytosis capacity of the pleural-fluid phagocytes of mice and rabbits with tissue culture the author arrived at the following conclusions: 1. The essential phagocytosis behaviors of pleural-fluid phagocytes in mice resemble those of ascitic phagocytes, and moreover, taking other findings into consideration, it seems that the two are the same kind of cells, namely, the cella closely related to monocytes. Only the pleural-fluid phagocytes of mice, from their cell functions such as phagocytosis capacity and motility, are more undifferentiated than phagocytes. 2. The phagocytosis behaviors of the pleural-fluid phagocytes in rabbits almost coincide with those of the ascitic phagocytes, and the cell functions of the two hardly differ from one another.