The amounts of Ia-positive and -negative macrophages were studied in peritoneal exudates of normal mice or of mice injected with various inflammatory materials, infected with Listeria monocytogenes, or injected with hemocyanin. Ia-negative macrophages predominated in exudates from normal mice or from mice given mineral oil, peptone, thioglycollate, culture media, or endotoxin. Infection with Listeria caused a very marked increase in Ia-positive macrophages. The induction of Ia-positive macrophages by Listeria inoculation resulted in great part from an immune process. The Ia-positive exudates were more readily generated in immune mice given a secondary challenge with heat-killed organisms. Furthermore, immune T cells transplanted together with heat-killed organisms into normal mice resulted in Ia-rich exudates. Injection of hemocyanin also induced Ia-rich exudates involving an immune process. We conclude that an immune reaction involving T cells regulates the Ia phenotype of the exudate macrophage population. The Ia-positive macrophages were Fc and C3 receptor positive and phagocytized latex particles.