Serum has been fractionated by curtain electrophoresis using carboxymethyl cellulose dissolved in sodium bicarbonate electrolyte. Various fractions were produced from bovine serum and added to replicate cultures of Chang's endoepithelial cells and HeLa cells grown in a chemically defined medium. The effects of each of the various fractions on the appearance of the cultures and on cell multiplication were studied. Three different fractions were obtained and two were subjected to further purification. One fraction associated with albumin promoted survival, attachment, and flattening as well as cell multiplication. A second fraction associated with the alpha globulins promoted survival and multiplication of some cells. A third fraction caused cells to aggregate and form free floating clumps. An adequate chemically defined medium for continuous growth of human cells was used throughout the study. The response of cells to alterations in their environment which simulated some of the effects produced by serum fractions is described.