Effects of experimental hyperlipidemia on apoptosis and proliferation of thymocytes in response to mitogens were studied in CBA and C57Bl/6 mice. The concentrations of cholesterol in the serum and thymocyte membranes increased in both mouse strains. Spontaneous and dexamethasone-induced apoptosis in vitro and the proliferative response to phytohemagglutinin and concanavalin A were enhanced in thymocytes from C57Bl/6 mice and suppressed in cells from CBA mice. These data suggest opposite reactions of thymocyte to increased serum cholesterol concentration in these two strains, associated with stimulation and suppression of cell activity.