The administration of a number of cationic amphiphilic drugs to certain species of laboratory animals results in a phospholipid storage disorder in the lungs. The alveolar macrophage (AM) shows a pronounced response to drug treatment. The most thorough quantification of this response has occurred after chlorphentermine treatment of rats. There is a striking increase in the accumulation of AMs in the alveolar spaces. The accumulated cells are very heterogeneous in size with many being larger than AMs from untreated rats. Cells are present that have a volume 10 times larger than normal AMs. The hypertrophic AMs show striking ultrastructural changes. The cells become engorged with lamellar inclusions, which may give rise to larger quantities of granular or membranous material. The affected AMs show an increase in total phospholipid content, and there is a good correlation between the size of the AM and its level of phospholipid. The phospholipidosis is reversible after termination of drug treatment; however, the above-mentioned changes do not return to control levels at the same time.