Thymus and spleen grafts from neonatal C57BL mice were implanted beneath the kidney capsule of (A x C57BL) F(1) hybrids. At various intervals after implantation, the grafts were analyzed serologically. Cells of each graft were tested for the presence of cells of host origin, TL (thymus-leukemia) antigenicity, and sensitivity to the cytotoxic effect of guinea pig serum (GPS). Thymus grafts showed partial repopulation by host cells 11 days after grafting, and some grafts were completely repopulated by host cells 13 days after grafting. All thymus grafts were fully repopulated 18 days after grafting. With one exception, thymus grafts contained no significant number of TL-positive cells within 14 days after grafting. TL-positive cells appeared in thymus grafts examined 15 days after implantation, and their number increased up to the 18th day after implantation. Cells residing in thymus grafts remained sensitive to GPS throughout the period of observation. The acquisition of thymus-distinctive serological properties by host cells repopulating thymus grafts was similar in intact and in thymectomized recipients. Spleen grafts were completely repopulated by host cells as early as 8 days after grafting. The cells residing in spleen grafts remained TL-negative throughout the period of observation, and were refractory to the cytotoxic effect of GPS. It is thus apparent that, while both spleen and thymus grafts are invaded by TL-negative cells, only those entering the thymus acquire the antigen. The nature of the process by which the thymus endows thymus-distinctive properties on cells entering it is discussed.