Two populations of efficiently phagocytic and bacteriolytic cells have been defined in the peritoneal cavity following infection of mice with Listeria monocytogenes. One was the result of a transient inflammatory response 2 days after intraperitoneal (i.p.) infection. It consisted of a mixture of monocyte/macrophages and neurotrophils which, when separated on Percoll gradients or by adherence, were both highly bacteriolytic compared with normal resident peritoneal macrophages. It was rich in recently divided cells as evidenced by in vivo labelling with tritiated thymidine. Although having the enlarged, vacuolated appearance of 'activated' macrophages, three-quarters of the monocyte/macrophages stained positive for myeloperoxidase (MPO), characteristic of monocytes rather than mature macrophages. In contrast, intravenous (i.v.) infection, which localizes in spleen and liver, did not produce this early response in the peritoneal cavity. However, 8 days after either i.v. or i.p. infection there existed in the peritoneal cavity a highly active population of cells comprising chiefly macrophages of typical foamy appearance which did not stain for MPO+. They were actively phagocytic and bacteriolytic and, like the early inflammatory exudate, produced increased amounts of oxygen degradative products. They appear to typify the concept of macrophages activated by T cell mediated immunity. Two day peritoneal exudates induced in these previously infected mice by i.p. rechallenge with L. monocytogenes organisms comprised mostly MPO- macrophages.