This report concerns the phagocytic behavior of the Kupffer cells in the rat during hemorrhagic studies by quantitative technics. The rate of clearance (measured by colloidal carbon) was suppressed by 50 per cent after 3 hours. Efficiency of clearance (measured by uptake of radioisotope labeled albumin and chromium phosphate) was likewise markedly below normal. This factor was not due to reduced blood flow through the liver, as evidenced by measurements made 1 hour after blood replacement. Histologic evidence suggests two possibilities: a localized impairment of Kupffer cell activity in the area about the central veins of the lobule, or an abnormal circulation through preferential pathways restricted to the periphery of the liver lobule.