When added to cultures of human peripheral lymphocytes, saturated (palmitate, stearate, heptadecanoate) and unsaturated (oleate, linoleate, arachidonate) fatty acids bound to albumin at an acid-albumin ratio of 2:1, inhibited the phytohaemaegglutinin-stimulated uptake of [14C]-uridine. Uridine uptake in unstimulated cells was not affected by any of these fatty acids. 2. When saturated and unsaturated acids were present simultaneously in the incubation mixture the inhibit but relieved the inhibitory effects of both saturated and unsaturated fatty acids. 4. Stimulated and unstimulated cells incorporated exogenous fatty acids into membrane phosphoglycerides. Details of the fatty acid profiles are given. 5. Evidence is presented that the inhibition results, at least in part, from modification of phosphoglyceride fatty acid profile.