We isolated from normal rat adipose tissue, by a Percoll-density-gradient procedure, two populations of adipocyte precursors. These preadipocytes undergo morphological and biochemical adipose conversion in primary culture. For full adipose conversion, these precursor cells, in addition to the adipogenic factor present in fetal-calf serum, require other effectors differentially. One population completes terminal differentiation in the presence of physiological concentrations of insulin. The second population requires a pre-sensitization with isobutylmethylxanthine at a critical period of the culture in order to respond to insulin. The fact that dibutyryl cyclic AMP could not be substituted for isobutylmethylxanthine suggests that the effect of the latter agent is not through its inhibition of particulate phosphodiesterase activity. These two populations further differ in their response to exogenously added haemin. Thus the existence of at least two developmentally regulated rat adipose-precursor compartments is demonstrated.