Atherosclerotic aortic intimas of cholesterol-fed rabbits were enzymatically dispersed into single cells by collagenase and elastase. And monocyte-macrophages (M phi) were separated from smooth muscle cells (SMC), using the ability of M phi to adhere to a plastic dish firmly even in the enzyme solutions. Round or oval, heavily lipid-laden cells, so-called foam cells (FC), belonged to the M phi fraction. M phi-FC showed very strong activity for non-specific esterase using alpha-naphthyl butyrate, while SMC showed little or no activity. Some of the FC were large and multinucleated (multinucleated giant foam cells). They also showed positive non-specific esterase staining and are thought to be derived from M phi. M phi-FC synthesized various proliferate in the medium and the number decreased gradually within several days. Some SMC were heavily lipid-laden; however, they retained their original spindle shape. SMC lost lipid droplets gradually as they proliferated to confluence. SMC from atherosclerotic lesions showed higher proliferative activity than those from normal-appearing medias of atherosclerotic aortas or control aortas. Almost no M phi-FC were obtained from the intima-medias of grossly normal portions of atherosclerotic aortas and control aortas. The present method will be useful for studying the role of these cells in the pathogenesis of atherosclerosis.