A water-soluble, oil-free supernatant fraction of sonically treated BCG (BCG-SS) was shown to be an immunological adjuvant and a mitogen. When BCG-SS and sheep erythrocytes (SRBC) were injected intravenously into mice, the plaque-forming cell (PFC) response was 10 times greater than that induced by injection of SRBC alone. Circulating antibody responses to SRBC and to bovine serum albumin were also enhanced by BCG-SS. The in vitro enhancement of PFC and circulating antibody responses did not require mineral oil or exogenous lipids. In vitro PFC responses by normal mouse spleen cells were also greatly increased in the presence of BCG-SS. Anti-theta serum-treated spleen cells from mice that had been lethally irradiated and reconstituted with normal bone marrow cells also gave a higher PFC response to SRBC in the presence of BCG-SS. This suggests that BCG-SS can stimulate B lymphocytes to develop an immune response when T lymphocytes are severely depleted or absent. BCG-SS also stimulated the uptake of 125IUdR by normal spleen cell cultures, indicating that it is a mitogen.