Background—Platelet and leukocyte products are involved in atherothrombosis. However, the determinants of of platelet and leukocyte markers assessed by flow cytometry have not been documented in a population-based sample. Methods and results—We performed flow cytometry on blood from participants (n=1,894) in the Atherosclerosis Risk in Communities (ARIC) Carotid MRI Study. Cellular aggregates and multiple platelet and leukocyte markers, such as myeloperoxidase in granulocytes and toll-like receptor-4, CD14, and CD45 in monocytes, were quantified. Their cross-sectional associations with demographic and risk factors were assessed using multiple linear regression. Mean values of most cellular markers and aggregates were considerably higher in blacks than whites (p<0.01). There were some differences in cellular markers between men and women, but little association with age. LDL-cholesterol was associated positively with several markers (toll-like receptor-4 and myeloperoxidase in granulocytes and CD162 in lymphocytes). Lipid lowering therapy tended to show opposite associations. Smokers had much higher granulocyte myeloperoxidase than nonsmokers. However, most other correlations between risk factors and cellular markers were nonsignificant. Conclusions—Race/ethnicity, sex, and to a lesser degree LDL-cholesterol and lipid-lowering therapy, but few other risk factors, were correlated with markers of cellular activation in this population-based study