The source of the lipid phagocytes that occupy a cerebral infarct has been determined by light and electron microscopy in the brains of rodents and by light microscopy only in the brains of primates. The infarcts (in neocortex, hippocampus, and thalamus) were the consequence of hypoxia-ischemia of various types. Hemorrhagic infarcts were excluded. After in vivo perfusion-fixation, paraffin- and celloidin-embedded material was used for light microscopy. Semithin plastic sections from the neocortex and thalamus were studied with the light microscope and ultrastructural studies were confined to the same regions. In all animals after about 2 days there was evidence of phagocytic activity in the fibroblasts in the adventitia of the remaining large vessels and also proliferation by mitotic division. At 5-7 days fibroblasts appeared to migrate from the vessels in a semifluid or fluid milieu and to give rise to typical phagocytes. These increased in size and number but signs of degeneration became apparent after 10 days and they had largely disappeared by 32 days. Smooth muscle cells and pericytes showed evidence of degeneration and phagocytic activity was never seen in the latter.