A significant association between carcinoembryonic antigen (CEA) assay titers and peripheral lymphocyte counts was observed in 148 simultaneous determinations. The association was present in a high cancer risk study group of patients with myasthenia gravis and in a control group of patients with granulomatous disease of the bowel, ulcerative colitis, and colonic neoplasms. A highly significant difference in the percentage of positive CEA assays in relation to lymphocyte counts was noted both in the study and control groups. In the study group CEA was positive in seven of 41 patients (17 percent) with counts above 2,000 per cubic millimeter, and in 26 of 56 (43 percent) of those with lower counts (X2 = 9.06, p smaller than 0.005). The corresponding percentages in the control group were 20 and 61 percent (X2 = 5.60, p smaller than 0.025). A significant difference between the means of lymphocytes in groups with different CEA titers also was found (F = 6.77, p smaller than 0.05). The finding of lower peripheral lymphocytes and/or higher titers of CEA in groups with increased risk of cancer, i.e., severe myasthenia gravis, patients with thymomas and patients with long history of granulomatous disease of the bowel, suggests on association between the results of the two tests and cancer risk. The observations indicate that the yield of CEA assay in cancer detection may be higher in patients with lwo lymphocytes, and that these determinations used in conjunction may serve better as diagnostic and prognostic aids in patients with known neoplasms or in high cancer risk groups.