Recent work has indicated that macrophages can affect eukaryote cells in a variety of ways. The inhibitory or enhancing effects on target cell proliferation are mediated by soluble factors released from macrophages and appear to affect every replicating cells. Macrophages have also been shown to affect target cell viability and this destructive potential was initially considered to be tumor-specific. The present work further assesses these macrophage effects on targets by morphologic and fluorimetric methods. Morphologic analysis of the interaction between activated nonimmune macrophages (AM) and tumor cells attests to close cell-to-cell contact as an important factor in the mediation of target cell damage. All evidence suggests that damaged targets progressively disintegrate, and residues of target cell cytoplasma and/or nucleus are then engulfed as a secondary event. Analysis by impulse cytophotometry of the alterations in the DNA distribution occurring during interaction with AM revealed a marked decrease in the number of nuclei with higher DNA content. This effect was virtually identical irrespective of whether target cells were derived from normal or transformed tissues. Analysis of the consequences of AM/target cell interaction by cytofluorimetry showed that a large proportion of tumor cells lyse in the course of the interaction. However, no such killing occurred in recent explants derived from normal tissues interacted with AM; the majority of these targets were arrested in G1.