Empyema fluid characteristically has a low pleural fluid pH, and it has been demonstrated that this fluid has a high acid-generating capacity. To evaluate the contribution of leukocytes and bacteria to the low pH of empyema fluid, an experimental model of empyema was used. After the production of a sterile pleural effusion by turpentine in both normal and neutropenic New Zealand white rabbits, either live Streptococcus pneumoniae, killed Streptococcus pneumoniae, or Acinetobacter, an organism that does not undergo fermentation or produce substantial acid, were injected into the pleural fluid. With these manipulations, the contribution of leukocytes and bacteria alone could be assessed. The results showed that both leukocyte phagocytosis and bacterial metabolism contribute to the low pH of empyema fluid and that the number of polymorphonuclear leukocytes per se in clinically observed ranges is not critical to the change in pleural fluid pH.