The pleural and peritoneal mesothelium is a major target in asbestos exposure where mesothelial cell proliferation, exfoliation, and neoplasia have been reported in workers and experimental animals. The objective of this study was to determine the role of pleural leukocytes in mesothelial cell damage caused by asbestos exposure. We therefore investigated detachment and lysis injury to mesothelial cells in vitro induced by leukocytes lavaged from the pleural space of rats exposed, by intratracheal instillation, to crocidolite asbestos. Our studies revealed that normal pleural leukocytes were composed of macrophages, lymphocytes, eosinophils, and mast cells. This population showed a small but significant recruitment of mast cells and eosinophils 3 to 14 days after instillation of crocidolite asbestos; there were also modestly increased levels of macrophages present 30 days after low doses of asbestos. One day after intratracheal instillation of 5 mg crocidolite asbestos, the pleural leukocytes caused detachment injury to mesothelial cells in vitro. This injury was markedly reduced 3 days after asbestos exposure and was undetectable by Day 14. One month after instillation of asbestos, despite doses of asbestos from 0.5 to 5 mg, pleural leukocytes showed no ability to injure mesothelial cells in vitro. In a parallel study, pleural inflammation was induced by intratracheal instillation of heat-inactivated Corynebacterium parvum. Transient mesothelial cell-detaching injury was again expressed by pleural leukocytes 1 day after C. parvum instillation. This was likely related to an increase in the percentage of neutrophils present on this day. These results show that a single administration of crocidolite asbestos, intratracheally, leads to transient activation of pleural leukocytes in terms of the ability of these cells to detach mesothelial cells from matrix. This finding implies that mesothelial cell proliferation and exfoliation found in individuals exposed to asbestos may result from persistent stimulation of pleural leukocytes caused by the continuous presence of asbestos in the lung.