It is well known that mouse macrophages loaded with indigestible substances become highly vacuolated. However, why this vacuolization occurs and its effect on lysosome function and intracellular transport during endocytosis remain unknown. Here, macrophage vacuoles were formed by incubation with sucrose or a tripeptide of the D-isomer of alanine and were determined to be lysosomal in origin by staining with the lysosomal glycoproteins and lysosomal hydrolases. However, as indicated by confocal and electron microscopy, subsequent delivery of both fluid phase (lucifer yellow, horse-radish peroxidase) and receptor-bound ligands (IgG complexes) was significantly reduced, suggesting that indigestible material reduced the ability of the loaded lysosomes to fuse with endosomes containing newly internalized tracers. Nevertheless, ligands internalized by the vacuolated cells were degraded at almost the normal rate, indicating that degradation occurs in the absence of delivery to the loaded lysosomes. We have also found that this fusion inhibition occurs in human alveolar macrophages loaded with physiologic debris from smoking and asbestos. These results suggest that indigestible material within lysosomes, such as is present in residual bodies in vivo, may affect their fusion competence.