Changes in the structure and function of rabbit adrenocortical cells were studied eight weeks after cessation of a cholesterol-enriched diet. The plasma cholesterol level of the treated animals was still modestly elevated. All three zones of the adrenal cortex contained a slightly increased number of intracellular lipid droplets, and greater number of lipid-laden macrophages were located in the inner layers, as revealed by light and electron microscopy. The basal and ACTH-stimulated hormone production by the isolated adrenocortical cells were significantly inhibited compared with those of the controls. A possible causal relationship between the inhibited adrenocortical hormone production and the increased number of macrophages is discussed.