Leukocytes and the production of oxygen radicals and proteolytic enzymes have been implicated in the pathogenesis of lung injury after smoke inhalation. We investigated the mechanism responsible for this form of pulmonary damage in chronically prepared sheep previously made leukopenic with intra-arterial infusions of nitrogen mustard (mechlorethamine hydrochloride). A control air insufflated group (sham: n = 6), a cotton smoke insufflated group (smoke: n = 12), and a leukopenic cotton smoke insufflation group (smoked + depleted: n = 6) were compared. Although both smoke insufflation groups had equivalent smoke exposure, which was indexed by carboxyhemoglobin, the smoked + depleted group had significant attenuation in the increases in pulmonary artery pressure, pulmonary vascular resistance, and pulmonary lymph flow. The PaO2 to FiO2 ratio (P:F) did not fall to the same extent, nor was there a fall in PaO2. The production of oxygen radicals, which was measured as plasma-conjugated dienes, and the consumption of antiprotease, as measured by alpha 2-macroglobulin levels in lung lymph, were not changed in the smoked + depleted group, whereas it was elevated in the smoked group. We conclude that circulating leukocytes and the release of oxygen radicals and proteolytic enzymes contribute to the lung injury, pulmonary microvascular permeability increase, and pulmonary edema seen after smoke inhalation.