Homologous serum, when repeatedly used for the culture of postimplantation rat embryos, rapidly loses its capacity to support growth and development. Replenishment of the 'exhausted' serum with glucose and vitamins (MEM vitamin concentrate--Flow Laboratories) together with gentle dialysis to remove small molecular weight toxic metabolites (lactate etc) fails to restore the growth-promoting properties of the serum. This suggests that 'recycled' serum has been depleted of specific growth-promoting factors. Such serum that has been subjected to dialysis can be completely replenished by addition of 30% normal rat serum. It is therefore probable that the growth promoters are originally present at very low concentrations and become rate limiting when serum is recycled. Many growth factors and hormones fall into this category and it is likely that a considerable number are involved when serum is 'exhausted' by repeated use. When insulin, epidermal growth factor or rat transferrin are added to dialysed 'exhausted' serum each effects a partial restoration of growth of rat embryos.