Four diets varying in safflower oil content from zero to 20% were used in a study of interactions among diet and physiological state. Increasing fat in the diet did not alter food intakes but decreased digestibility coefficients. Increasing safflower oil intake did not alter milk fat content in lactating rats but increased relative amounts of unsaturated fatty acids in milk fat. In liver and perirenal adipose tissues from young male and non-lactating female rats, low fat diets increased rates of lipogenesis from glucose in vitro and specific activities of enzymes whose functions are closely associated with lipogenesis. This adaptive hyperlipogenic response was not evident or was less prominent in aged or lactating rats. In the case of lactating rats it appears that lactation produces a marked reduction in adipose lipogenesis when low fat diets are fed. Reduced glyceride glycerol synthesis in lactating as compared to non-lactating rat adipose coupled with reduced fatty acid synthesis and in increased lipolysis indicated a shift in adipose function in the direction of increased fat mobilization as would be supportive of lactation. Only minor diet effects upon mammary enzyme patterns and rates of in vitro lipogenesis were observed.