Changes in ultrastructures and in enzyme activities were investigated electron microscopically, cytochemically and biochemically when mouse myeloid leukemia cells, Ml cell line, successfully differentiated to normal macrophages after incubation with a conditioned medium harvested from secondary embryo fibroblasts, or a lipopolysaccharide from Salmonella typhosa. The number of mitochondria increased significantly accompanied by the enhanced activity of cytochrome oxidase per cell, although the activity in each mitochondrion remained unchanged. The rough-surfaced endoplasmic reticulum elongated and often exhibited a concentrically multilayered lamellae. Glucose-6-phosphatase activity, a marker enzyme for the endoplasmic reticulum, also increased. Primary lysosomes were newly formed where acid phosphatase activity was positively demonstrated. Ten-nm cytoplasmic microfilaments, mainly forming bundles, and other microfilaments less than 6 nm wide were formed newly and abundant. Budding of type C viruses from the plasma membranes was reduced strikingly. Another established cell line, Mm-1, which spontaneously differentiated from the Ml cell line, was characterized completely by a macrophage, in which azurophilic granules (primary lysosomes), secondary lysosomes possessing strong activity of acid phosphatase and 10-nm microfilaments were most remarkable. These non-transplantable Mm-1 cells sometimes exhibited budding of viruses. © 1979.