Some chemical and metabolic characteristics of polymorphonuclear leukocytes and monocytes from peritoneal exudates of the guinea pig, and of alveolar macrophages from the same animal, have been compared. Changes in the metabolic patterns of these three types of cell have been followed during the act of phagocytosis. The effect of conventional inhibitors of metabolism, and of anaerobiosis on the phagocytic ability of each of the three cell types mentioned has also been determined. From these studies it was found that alveolar macrophages depend to a considerable degree upon oxidative phosphorylation to provide energy for phagocytosis. The other two types of cell depend only on glycolysis as the source of metabolic energy for that function. In some experiments aimed at obtaining information on the possible role of complex lipids in the function of the cell membrane, it was noted that phagocytosis stimulated the incorporation of inorganic phosphate-P32 into the phosphatides of both types of cell from peritoneal exudates—whether these were free-swimming or adherent to a surface. This phenomenon has not yet been detected in the case of alveolar macrophages.