The development of insensitivity to guinea pig serum by variant cell lines of Lymphoma 6C3HED has made it possible to examine metabolic features of the lymphoma cells which determine their response, or lack of response, to treatment by guinea pig serum in vivo.Holmquist and Kidd in previous studies from this laboratory showed that such insensitive variants often appeared after treatment of Lymphoma 6C3HED cells in vivo with quantities of guinea pig serum insufficient to bring about complete suppression of their growth (1).The present experiments show that insensitivity to guinea pig serum develops in populations of 6C3HED cells in yet another way, and under conditions in which guinea pig serum is completely absent. It was found that 6C3HED cells could be grown in tissue culture in Eagle's medium. Mter an initial latent period of 2 or more weeks the cultured cells began to proliferate vigorously, but when these cells were implanted into mice, they were found to produce tumors which were completely and permanently insensitive to guinea pig serum. Eagle's medium contains no L-asparagine. When this amino acid was added to the culture medium not only did it provide a strong growth stimulus for cells freshly placed in culture, but the cells retained their original character of sensitivity to guinea pig serum even after prolonged periods of growth.These findings are presented in relation to the direct evidence, given in the companion paper, which indicates that the L-asparaginase of guinea pig serum brings about the inhibition of Lymphoma 6C3HED cells in vivo.