Cell culture studies with phytohemagglutinin (PHA) have clearly established the small lymphocyte as a cell capable of reverting from a quiescent state to a blast form that synthesizes DNA and undergoes division. The relationship of this in vitro proliferation to in vivo function, remains to be elucidated. However, by its resmblance to the behavior of lymphocytes stimulated immunologically in vivo ( l ) , the in vitro response to PHA may represent a model of the cell's immunologic competence. The present paper reports on the proliferation of human lymphocytes cultured in diffusion chambers placed into the peritoneal cavities of rats. This system has yielded consistently good results when applied to rat lymphocytes which are difficult to maintain in vitro (2-5). The diffusion chamber technique may thus represent an improvement in the method of culturing lymphocytes, as it more closely approximates the true in vivo environment.Materials and Methods. The technique for culturing blood lymphocytes in diffusion chambers was previously described (2). Heparinized blood (100 units/ml) obtained from a healthy donor, was centrifuged at 6513 for 8 min and the leukocyte-rich supernatant was removed. Phytohemagglutinin-P (Difco PHA-P, reconstituted in 30 ml of medium 199) was added to one half of the leukocyte suspension at a concentration of 0.2 ml/ 6 X