The lympho-reticular tissues in the plaice were investigated for their phagocytic properties on colloidal carbon after its intraperitoneal injection. Fish were killed at intervals ranging from 10 min to 25 days after injcction. Although peritoneal macrophages constituted a large population of phagocytic cells, most of the carbon apparently gained access to the circulation as free particles and phagocytosis was performed predominantly by the ellipsoids of the spleen, the network of reticulo-endothelial (RE) cells throughout the haemopoietic tissue of the kidney, and by the RE cells occupying intermuscular spaces in the atrium of the heart. The cardiac macrophages rapidly emigrated from the organ while the carbon containing macrophages in the kidney and spleen formed aggregates in the lymphoid areas, either within or outwith pre-existing aggregates of melano-macrophages.The possible significance of phagocyte aggregations, including melano-macrophages, in association with lymphoid elements in thc kidney and spleen is discussed in the context of immune mechanisms.