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Cell image analysis of lymphocytes from (1) control and (2) killed coccidioides immitis arthrospore immunized guinea pigs was performed. Lymphocytes from peripheral blood and lymph nodes were obtained two and tree weeks after immunization from each group of animals. Histograms from peripheral lymphocytes taken at two weeks from immunized animals showed no significant difference from those of the control animals. A significant difference, however, was seen in the conturs of the histograms of the cells taken at three weeks from four of six immunized animals. These histograms extended into the higher optical density range when compared to histograms of control animals. Smaller nuclear areas were also found in the majority of three week peripheral cells. In material from the nodes of immunized animals two weeks after immunization, the ratio of densely staining to lightly staining cells reverses from 3:1 to .7:1. Samples taken from nodes three weeks after immunization show no such differences in their cellular composition between control and immunized animals.