Although Staphylococcus aureus is incapable of intracellular multiplication in cultured mouse peritoneal macrophages, it is killed at a much slower rate than the avirulent Staphylococcus epidermidis. In addition to the presence of capsular material which inhibits phagocytosis of specific strains of S. aureus, the data show that a number of cellular and environmental factors affect the functional capacities of mononuclear phagocytic cells. The data obtained by varying the initial level of infection indicate that the number of ingested bacteria may subsequently alter the kinetics of intracellular killing. In vitro maturation of macrophages in culture was also found to exert a pronounced effect on the kinetics of bacterial death.