Populations of phagocytic cells in multiple sclerosis (MS) plaques were examined by quantitative immunocytochemical analysis of macrophage markers and myelin degradation products in serial cryostat sections from 10 cases of MS. Around lesions with ongoing demyelination expression of the Class II antigen HLA-DQ appeared to be a marker of microglial activation. Alpha 1-antichymotrypsin+ monocytes and myelin-laden macrophages expressing the later differentiation markers Ber-MAC3 and RFD7 were predominantly perivascular in location. On the basis of the distribution of oil red O (ORO)+ phagocytes and myelin loss, plaques were divided into groups representing different stages in lesion development. In early lesions (group 1), there was no apparent myelin loss around ORO+ macrophages although these cells contained material stained with antibodies against myelin basic protein (MBP) epitopes and neoepitopes. However, patchy myelin loss was detectable around the phagocytic macrophages uniformly distributed throughout group 2 plaques. ORO+ macrophages containing MBP peptides were confined to the hypercellular border of group 4 lesions, in which the demyelinating process may be recurrent.