Formalin-inactivated Venezuelan equine encephalomyelitis vaccine was prepared from virus propagated in rolling-bottle cultures of chicken embryo cells. The attenuated, TC-83 strain of virus was propagated in these cultures with a maintenance medium consisting of serum-free medium 199 containing 0.25% human serum albumin and antibiotics. By adjustment of maintenance medium volume (100 to 300 ml) and multiplicity of inoculum (0.04 to 0.00004), high-titered yields of virus were obtained with minimal cell destruction at convenient harvest times, viz, 18 to 24 h postinoculation. Inactivation of virus at 37 C was complete between 8 to 10 h with 0.05% Formalin and within 6 to 8 h with 0.1% Formalin. Antigen extinction potency tests in mice indicated that potent vaccines could be produced at both Formalin concentrations and, furthermore, that potency was not adversely affected by inactivation periods of up to 96 h.