We examined the kinetics and affinity of antigen binding in lymphoid populations in mice after immunization. There is increased binding capacity in lymphoid cells from animals that have undergone primary immunization. This increase would seem to be related to increased numbers of antigen-binding cells (rosette-forming cells). The serum antibody titers rise after the increasing binding capacity and numbers of BSA rosette-forming cells have increased. There is an increased amount of antigen bound per antigen-binding cell at certain times after immunization with two peaks in this capacity being demonstrable--one occurring at 4 days after immunization and the second occurring approximately 12 days after immunization and persisting for prolonged periods after that. With time, after immunization two separable peaks of increased antigen-binding cells become apparent, one very early (before Day 4) and one later (after Day 20 to 30). The affinity constants for antigen-binding cells have been measured and found to be high, and to increase with time after immunization. It appears that the heterogeneity of the affinity constants for antigen-binding cells is high early in immunity and becomes more homogeneous with time after immunization.