Periarterial macrophage sheaths (PAMS), a term we introduce to replace "ellipsoids," surround arterial capillaries in the red pulp of the spleen and are major sites for clearance of blood-borne particles. PAMS and their arterial capillaries in cat spleens in various states of congestion and contraction were studied by transmission electron microscopy. Thorotrast, a colloidal suspension of thorium dioxide, was injected to label macrophages. A PAMS consisted of a fine meshwork of reticular cells and reticular fibers which held macrophages and formed a cylindrical sheath around an arterial capillary lying in its longitudinal axis. Some PAMS were spongy due to loosening of cell associations by plasma infiltration; others were tightly compressed. Blood cells were both free in the interstices of the PAMS and attached to macrophages. Reticular cells formed a closely applied but incomplete layer adventitial to the arterial capillary and extended branches which contributed to the meshwork. Small villous processes on the major branches of reticular cells approached each other, sometimes forming intercellular junctions, and fit into complementary indentations in the surfaces of macrophages and endothelial cells. Thin filaments within reticular cells filled the villous processes and formed a border beneath the plasmalemma; intermediate filaments ran through the centers of the branches. Reticular fibers lay between reticular cells. Basement membrane fabricated of the same material as reticular fibers lay between the endothelium and reticular cells. Macrophages contained Thorotrast and abundant debris of phagocytized cells and were joined by extensive interdigitation of micropseudopodia. Endothelial cells were long rods which lay parallel and were joined along their bases by interdigitating lateral processes. Intercellular junctions were present at some points, but at others lateral processes were everted to form open interendothelial slits through which blood cells could pass. Endothelial cells possessed great numbers of randomly oriented intermediate filaments and small patches of thin filaments scattered along the basal plasmalemma and in lateral processes. Thin filaments may function to attach cells to one another and to the basement membrane and may assist in closing interendothelial slits. We believe that the endothelium responds to changes in arterial blood pressure and blood flow. It stretches to allow dilatation and recoils, probably due to the intermediate filaments, squeezing blood cells through interendothelial slits.