Serum-containing media without additional hormones failed to support the differentiation of porcine SV cells while hormone-supplemented serum-free medium (ITTC) stimulated differentiation as indicated by higher GPDH specific activity. 2. All sera tested stimulated proliferation and inhibited porcine SV cell differentiation to some degree; fetal calf and rat sera were more inhibitory than calf and pig sera. 3. Morphologically, in serum-free medium porcine SV cells developed into individual adipocytes while in all serum-containing media they formed fat cell clusters. 4. Insulin and hydrocortisone in serum-free medium were important factors in SV cell differentiation while transferrin, T3, and fibroblast growth factor (FGF) were less important.