The characteristic hepatocellular changes resulting from phenobarbital administration in vivo, namely an increase in the levels of cytochrome P-450 and proliferation of membranes of the smooth endoplasmic reticulum, have been demonstrated in primary cultures of nonreplicating hepatocytes on floating collagen membranes. Addition of methylcholanthrene to the medium resulted in an increase in cytochrome P-448 within 48 hours, whereas the phenobarbital induction of P-450 required 5 days. These results demonstrate that responses induced in adult liver cells in vivo by phenobarbital can be reporoduced in cultured hepatocytes, contrary to previous reports.