The purpose of this study was to examine the effects of substituting lipoprotein deficient serum (LPDS) for complete fetal calf serum (FCS) in culture media on the growth and lipid composition of cells dissociated from 1 to 2-day-old rat brain. The results show that in FCS cultures DNA, protein and all lipids increase with an increase in the number of days in culture. Substitution of LPDS for FCS in the culture media caused a slower increase in each of these constituents. Esterified cholesterol remained unaltered with time in LPDS cultures but increased continuously in FCS cultures. Substitution of LPDS for FCS reduced the DNA:protein ratio, and unesterified cholesterol:phospholipid ratio but the protein:phospholipid ratio and the proportion of individual phospholipids were not affected. The data indicate that removal of low density lipoprotein (LDL) from serum used in culture media reduces cell proliferation and causes alterations in cellular lipid composition specifically ratio of cholesterol:phospholipids.