Macrophages of the adrenal cortex were studied in normal and orchidectomized rats. In normal rats, few macrophages with numerous cytoplasmic granules were observed, mainly in the zona reticularis. Granules were limited by a single membrane and contained either a finely granular dense matrix or heterogeneous materials made up of electron-lucent parts, dark granular and membranous areas. An aminotriazole-resistant peroxidatic activity was confined to the dense granules. In orchidectomized rats, the number of macrophages was markedly increased, and the cells were concentrated at the border between the zonae fasciculata and reticularis and disseminated throughout the zona reticularis. Lysosomes were more numerous in each macrophage, and those of heterogeneous matrix were larger and their contents were more complex than in normal rats. These results show that orchidectomy stimulates the adrenal macrophage system.