The effects of MSH on the human melanocyte in vitro were studied. The addition of MSH up to the concentration of 40 mug/ml into the culture medium did not produce appreciable change on the morphology of the melanocyte. The melanocyte, however, responded to the simultaneous addition of MSH and theophylline with marked increase in the length and complexity of the dendritic process. Melanin synthesis, as indicated by the uptake of tyrosine in the presence of an inhibitor of protein synthesis, was remarkably activated by the simultaneous addition of MSH and theophylline. MSH alone activated the melanin synthesis only slightly, but the increase in the uptake of tyrosine was significant statistically. These results were discussed in terms of the MSH-cyclic AMP cascade in which theophylline worked as an inhibitor of cyclic AMP phosphodiesterase, and increased the intracellular level of cyclic AMP by inhibiting catabolism of cyclic AMP.