Microglia, the innate immune cells of the central nervous system (CNS) survey their surroundingswith their cytoplasmic processes, phagocytose debris and rapidly respond to injury. These functions are affected by the presence of beta-Amyloid (Aβ) deposits, hallmark lesions of Alzheimer's disease (AD). We recently demonstrated that exchanging functionally altered endogenous microglia with peripheral myeloid cells did not change Aβ-burden in a mouse model mimicking aspects of AD at baseline, and only mildly reduced Aβ plaques upon stimulation. To better characterize these different myeloid cell populations, we used long-term in vivo 2-photon microscopy to compare morphology and basic functional parameters of brain populating peripherally-derived myeloid cells and endogenous microglia. While peripherally-derived myeloid cells exhibited increased process movement in the nondiseased brain, the Aβ rich environment in an AD-like mouse model, which induced an alteration of surveillance functions in endogenous microglia, also restricted functional characteristics and response to CNS injury of newly recruited peripherally-derived myeloid cells. Our data demonstrate that the Aβ rich brain environment alters the functional characteristics of endogenous microglia as well as newly recruited peripheral myeloid cells, which has implications for the role of myeloid cells in disease and the utilization of these cells in Alzheimer's disease therapy.Dementia caused by Alzheimer's disease (AD) currently affects over 35 million people worldwide 1 and is characterized by extracellular deposition of beta-Amyloid (Aβ), intracellular neurofibrillary Tau tangles and neurodegeneration 2,3 . The identification of microglia associated genes as risk factors for sporadic AD has highlighted the importance of microglia, the intrinsic immune cells of the central nervous system (CNS), in the disease process 4,5 . In the healthy brain microglia are surveying their environment with their fine, arborizing cytoplasmic processes, screening the entire brain parenchyma every few hours and rapidly responding to injury 6 . As a resident cell population with limited turnover 7 microglia functionality as measured by baseline motility of cytoplasmic