The proliferation of 3T3, 3T6 and SV3T3 cells was examined by time lapse cinephotography under a number of different growth conditions. It was found that the frequency distributions of intermitotic times of cells with widely different proliferation rates are qualitatively and quantitatively explained by the transition probability model of the cell cycle (Smith and Martin, '73). The behaviour of quiescent cells was characterized by very low values of the transition probability. No "out of cycle" or GO compartment of cells was detectable. From a consideration of these results and those in the literature it appears that the rate of cell proliferation is determined by the value of the "transition probability" (P), and that it is the biochemical manifestation of this parameter that regulates cell growth in vitro and in vivo.