Rat omental dendritic cells (ODC) occur in two forms, mainly spindle-shaped, Ia, on the surface, and stellar, Ia+ within the omentum. Like macrophages, most ODC label with W3/25 mAb and have a demonstrable activity of non-specific esterase, acid phosphatase and ATPase. Up to 30% of ODC are actively phagocytic. The proportion of Ia+ ODC rises 7 days after ip antigenic stimulation and there seems to be a reciprocal development of Ia positivity and phagocytic capacity between ODC and macrophages 3 and 5 days after ip immunization. ODC contribute to the overall fluctuation of Ia expression in the entire omentum after immunization. Ia+ ODC display a linear arrangement along prelymphatic spaces and may be related to the formation of new lymph vessels. They also constitute the stroma of pseudofollicles containing clusters of what are presumably T-helper lymphocytes closely attached to ODC, scattered suppressor T lymphocytes and B cells accumulating in later stages at the immune response.