Bloodforms of Trypanosoma brucei brucei STIB 247 taken from rats and containing more than 80 per cent short stumpy forms, differentiated in vitro to procyclic forms in medium SDM 79 (Brun and Schönenberger 1979), enriched with 3 mmol.dm-3 cis-aconitate. Cell division was abolished by the addition of hydroxyurea (200 micrograms.ml-1) or arabinosyl adenine (20 micrograms.ml-1 to the cultivation medium, or by the omission of serum from the medium. The ultrastructure of exponentially growing controls was rearranged within 24 h. The endogenous respiration and the respiration stimulated by proline, succinate, and 2-oxoglutarate were detectable within 12 h; after 48 h the respiration rates were comparable to those found in the established procyclic forms. After 12 h the respiration was inhibited by 200 mumol.dm-3 KCN, and by 20 mumol.dm-3 antimycin to the extent found in procyclic forms. Hydroxyurea did not significantly affect respiration. Activities of procyclic-stage enzyme markers malate dehydrogenase, threonine dehydrogenase, succinate: cytochrome c reductase, and NADH: cytochrome c reductase rose within 48 h of differentiation to values which were close to those found in established procyclic forms. The activity of glutamate dehydrogenase (NAD-specific), however, was only 1/3 of that in the procyclics, and no citrate synthase was detected in differentiating culture. Glycosomal malate dehydrogenase was detected after 6 h. In the presence of hydroxyurea or arabinosyl adenine, or in the absence of serum, respiration rates, marker enzyme activities, and glycosomal malate dehydrogenase developed to the extent comparable to the untreated controls. The results suggest that it is possible to separate the process of differentiation from cell proliferation. Cell division is not a necessary prerequisite of differentiation.