Using supravital fluorescent staining of lysosomes with Euchrysine 3R, the morphology of these organelles was studied in L cells examined from cultures being at different growth phases in the course of cell cycle and after adipocyte conversion of L cells due to the 60% bovine serum administration. As cells were passing from the lag-phase to the stationary phase of culture growth, the number of lysosomes was seen to increase. The appearance of large lysosomes is characteristic of cells in confluent and senescent cultures. During G1-period, lysosomes are often confined to the perinuclear area of L-cells, to be extended later during S and G2-periods. In dividing cells, these are commonly seen scattered throughout the cell periphery, around the mitotic spindle. In cells undergoing differentiation, within 4-7 days the seeding in the medium supplemented with 60% bovine serum, the number of lysosomes became augmented to be gradually reduced during the next 10-15 days, concomittantly with the accumulation of lipid drops in the cell cytoplasm. The activity of the Golgi complex and the intensity of autophagy are discussed as possible regulation points of lysosome formation during the cell growth.