Bovine fetal muscle cells were exposed to culture media containing 2 mg and 20 mg per liter of 2,4-dichlorophenoxy acetic acid (2,4-D) for varying intervals to determine the in vitro response of mammalian cells to this compound. The concentrations of 2,4-D used were comparable to those used in spray programmes although the residues normally found in pasture are much lower since 2,4-D is rapidly degraded under field conditions. Untreated and treated cultures were analyzed for total cell count, mitotic index and the percentages of differentiating and degenerating cells. The response of cultures to treatment was similar irrespective of the concentrations of 2,4-D used although in higher concentrations there was an initial drop in mitotic index. Other changes noted in treated cultures included an increase in differentiating and degenerating cells compared to those in control. The mitotic cells in treated cultures exhibited unipolar and tripolar spindles and a variety of other abnormalities including malorientation of the mitotic apparatus in relation to the axis of the cell. Myoblasts in initial stages of myogenesis were noted to be in mitosis in treated cultures suggesting that 2,4-D may have a stimulatory effect on myoblasts which in normal myogenesis are in post mitotic stage.