Two- to fourfold increases in uridine and phosphate uptake were brought about within 10 to 15 minutes after adding fresh serum to confluent 3T3 cells. The stimulation of transport was specific, since no serum effect was observed for 3-O-methyl-D-glucose or amino acids. The early increase in RNA labeling, previously identified by (14)C-uridine incorporation, could be accounted for by this transport effect. Increased labeling with (32)P-phosphate of at least five phospholipids occurred soon after adding serum. This increase, however, could not be accounted for by increased transport. Both of these results suggest that specific early membrane changes are involved in "contact inhibition."The following results are consistent with this suggestion. Uptake of uridine and phosphate by nonconfluent 3T3 cells was higher than by confluent cells and was only slightly increased by fresh serum. In contrast, uptake of these substrates by Polyoma virus-transformed 3T3 cells, which are not subject to "contact inhibition," was not significantly decreased after the cells became confluent, and serum addition had no effect on transport by either nonconfluent or confluent Polyoma virus-transformed 3T3 cells. Fractionation of serum on Sephadex G-200 demonstrated that the factor which stimulated phosphate transport was different from the previously identified factor which stimulates DNA synthesis by confluent 3T3 cells.