Triiodothyronine (T3) added to chick embryo hepatocytes between 20 and 68 h of culture caused a 30- to 40-fold increase in malic enzyme activity. This T3 response decreased as a function of time; after 1 week in culture, a 48-h incubation with T3 had no effect on hepatocyte malic enzyme activity. Neither corticosterone nor carnitine had a significant effect on malic enzyme activity in the absence of T3 at any time or on the response of malic enzyme to T3 during the first 68 h of culture; both stimulated responsiveness to T3 subsequent to 68 h. The effects of corticosterone and carnitine on malic enzyme activity were additive, suggesting different mechanisms. Corticosterone and carnitine regulated abundance of malic enzyme mRNA. For corticosterone, at least, this effect was due to regulation of transcription. Abundance of fatty acid synthase mRNA was also stimulated by T3 in chick embryo hepatocytes in culture, and its responsiveness to T3 decreased with time. Corticosterone and carnitine stimulated responsiveness to T3 at times subsequent to 68 h. Corticosterone had no effect on binding of T3 to nuclear receptors. Intracellular accumulation of long-chain fatty acids or long-chain acyl-CoAs probably did not cause the loss of responsiveness to T3 or the stimulation of that responsiveness by corticosterone or carnitine because adding serum albumin (0.5%) or long-chain fatty acids (0.25-0.5 mM) to the medium was without effect. Corticosterone and carnitine may control the levels of other metabolic intermediates or protein factors which, in turn, regulate the transcriptional response of the lipogenic genes to T3.