Alveolar macrophages from 9 normal rabbits were incubated in vitro for 3 h with and without phospholipid-containing surfactant from nickel-treated ones. The macrophages treated with surfactant showed morphological and functional criteria of increased activity. The cell surface had many protrusions and the cytoplasma contained several lamellated structures. The oxidative metabolism, measured by the nitroblue tetrazolium (NBT)-test, at rest and after E. coli stimulation was increased, as was the attachment and ingestion of yeast particles. The NBT-values were about the same as corresponding values of macrophages lavaged from the lungs of nickel-treated rabbit. Macrophages incubated with surfactant from untreated animals, had NBT values and phagocytic activity similar to cells incubated without surfactant. As this substance was administered in excess, the difference in macrophage response would probably be due to a qualitative alteration of the surfactant after nickel exposure.