Cellulose ester membranes (CEM) implanted into the peritoneal cavity of mice rapidly became coated with cells of peritoneal origin. Up to 56% of the cells, at a peak point 3-5 days after implantation, showed cell membrane receptors for complement and cytophilic immunoglobulin. A similar proportion of cells from CEM phagocytized yeast particles in vitro. When studied in situ, rosettes with C3b and IgG coated erythrocytes were formed by 23% of the cells coating CEM. A decreasing percentage of cells with monocyte-macrophage characteristics were detected between 5 and 17 days. CEM removed at 2 or 6 weeks after peritoneal implantation enriched tissue cultured media with colony stimulating factor which supported the growth of granulopoietic colonies in softagar culture. Mice given 59iron and 99technetium sulfur colloid i.v. showed substantial uptake of both isotopes by the CEM but the 59iron uptake could not be suppressed by hypertransfusion. Surface hematopoietic colony formation on CEM was studied 1-14 days after implantation. A peak colony number occurred at 5 days and the fell off slightly by 2 weeks. These studies indicate that the hematopoietic microenvironment of peritoneally implanted CEM contains a major sub-population of cells with monocytemacrophage features. The hematopoietic microenvironment was well-maintained even though the percentage of monocyte-macrophage marked cells decreased indicating that the microenvironment is not solely dependent upon monocyte-macrophages.