Substitution of galactose, xylose, or mannose for glucose in the growth medium of L cells or the addition of equal concentrations of the alternate sugars to glucose-containing medium results in marked morphologic changes. The changes are revealed by conventional staining for light microscopy and by scanning electron microscopy. L cells grow indefinitely on combinations of equal concentrations of glucose and galactose, xylose, or mannose. There appear to be no significant differences in growth rate on glucose compared to the combinations of sugars cited. Cells subcultured from glucose to the combinations while undergoing rapid multiplication show marked morphologic changes by light and scanning electron microscopy within 36 hr. Of particular note are the loss of microvilli; flattening of the cells; assumption of polygonal shape; prominence of nuclei and nucleoli; and changes in the structure and distribution of filopodia. Virtually all cells in the population exhibit the changes noted.