1. Subcutaneous injections of benzol in rabbits produce marked destructive changes in the hematopoietic organs, especially in the myeloid tissue. 2. Benzol poisoning registers a change not only in the formed elements of the blood, but also in the factors of coagulation. 3. The circulating prothrombin is considerably reduced in amount and in most instances animals in which such a diminution occurs show aplasia of the bone marrow. 4. The association of extreme aplasia of the marrow without a fatal diminution in the circulating prothrombin suggests one of two possibilities: either other tissues and organs in addition to the bone marrow are concerned with prothrombin formation; or a minimum amount of myeloid tissue suffices to maintain the quantity of prothrombin above a dangerous level.