Modified organ cultures of rat egg-cylinders were grown for 2 weeks in Eagle's minimal essential medium (MEM) without serum. Differentiation of epidermis and cartilage in the cultures deprived of serum was comparable to that in fully serum-supplemented medium, whereas other differentiated tissues were rare or absent. The purpose of the experiment was to determine whether terminal tissue differentiation is modified by various added factors. The factors used affected the growth and/or differentiation of explants as follows: bovine serum albumin and human transferrin had a positive permissive influence on the appearance of neuroblasts; human transferrin alone stimulated the formation of lentoids, a relatively rare tissue. Retinoic acid inhibited cartilage formation and stimulated the differentiation of cylindrical epithelium; neural growth factor inhibited the growth of explants; and 5-azacytidine impeded the survival of explants. One can conclude that these factors influenced the growth and differentiation of the early rat embryos cultured in a chemically defined medium.