Supraependymal cells (SECs) of the young hamster's third ventricle have been examined by scanning and transmission electron microscopy. Of special interest were cells with the surface morphology and ultrastructure of macrophages, which were found in largest numbers in 12--15-day-old females and males. In the ciliated areas SECs are generally smooth and rounded; in nonciliated areas, they frequently have surface ruffles, blebs and microprocesses. SECs were frequently seen to be dividing or fusing. The macrophage-like cells are characterized by prominent Golgi zones and numerous large vacuoles, and frequently contain inclusions in their cytoplasm which resemble intraventricular cell processes, cytoplasmic protrusions from ependymal cells and cellular debris. We have demonstrated that supraependymal macrophage-like cells phagocytose latex beads injected into the ventricles of the brain. Supraependymal cells from 12-day-old hamsters were grown in tissue culture. Phagocytic, cytochemical and surface ultrastructural studies were then done sequentially on the same population of cells. These studies revealed the cells to be actively phagocytic as well as strongly esterase positive and peroxidase negative, consistent with their classification in the macrophage/monocyte category. The surface ruffles, ridges and microprocesses were also characteristic of the SECs seen in situ with scanning electron microscopy and of the macrophages cultured from the peritoneum and peripheral blood of the same hamsters. On the basis of cellular morphology, cytochemical staining characteristics and functional response to exposure to foreign particles both in situ and in cell culture, we have demonstrated that supraependymal cells of the third ventricle of the hamster are phagocytes that resemble cells of the macrophage/monocyte line. It is suggested that they constitute a resident macrophage system of the ventricles of the brain.