The 3T3-L1 cells differentiate into fat cells that have many properties of native adipocytes including: substantial lipid accumulation, insulin sensitivity, and the ability to secrete endocrine hormones. A substantial expense in using these cells is fetal bovine serum (FBS), a critical component of efficient adipogenesis. Our recent studies on STAT 5 proteins have revealed that these transcription factors are phosphorylated and translocate to the nucleus immediately after the initiation of differentiation. Studies by several other laboratories also suggest that STAT 5 proteins can have pro-adipogenic properties. Growth hormone (GH) and prolactin (PRL) are both potent activators of STAT 5A and STAT 5B proteins. Since, FBS has high concentrations of GH; we examined the ability of GH to replace FBS as a component of the differentiation cocktail for 3T3-L1 cells. Our studies revealed that FBS was not required for the adipogenesis of 3T3-L1 cells if GH or PRL was added to the differentiation cocktail. Adipogenesis was judged by Oil Red O staining and expression of adipocyte marker genes. Hence, we have developed a substantially less expensive method for differentiating 3T3-L1 cells without FBS, thiazolidinediones, or expensive cytokines.