The adrenals of rabbits on a cholesterol-rich diet for 35 days show histopathological changes, a marked increase in weight and a lowering in the ascorbate content. A focal increase in the neutral lipid and cholesterol content was noted mostly in the inner cortical zones; and a characteristic acid phosphatase-positive pattern in areas of infiltrating cells, and an alkaline phosphatase-positive reaction in heterophils in the infiltrated areas. Electron microscopy confirmed that the zona glomerulosa cells were relatively normal in hypercholesterolaemic rabbits, while necrosis and fibrosis were very obvious in the inner two zones. The cellular infiltrate was shown to consist of large, granular mononuclear cells, heterophils, eosinophils, stromal phagocytes, lymphocytes and plasma cells. The possibility that the reaction was of an immunological nature is considered. The morphology of the adrenals of rabbits which were on a cholesterol-rich diet for 35 days and on a normal diet for 6 weeks afterwards, was indistinguishable from that of those rabbits killed after 35 days on a cholesterol-rich diet.