The sensitivity of cells to serum deprivation depends upon whether they are transformed. Most supplies of 3T3 cells are of this type and are considerably less sensitive than untransformed cells. In addition, the apparently simple manoeuvre of reducing serum levels has considerable effects on cell fragility, viability, growth rate and metabolism, which were found to be due to small changes in pH, substrate availability, cell density and other parameters, many of which cannot be attributed to the absence of growth factors from the medium. Supplementation of medium with bovine serum albumin (BSA) to compensate for low normal serum protein did not aid growth nor offset the disturbances caused by low serum levels themselves. Problems associated with the altered precursor availability for DNA, RNA and protein synthesis are also discussed.