Unlike untransformed 3T3 fibroblasts, Simian Virus 40-transformed 3T3 cells (SV3T3) do not require the presence of exogenous polypeptide mitogens in order to become competent for the initiation of DNA synthesis. As an explanation for this state of perpetual competence, growth activity for 3T3 cells was found in the serum-free conditioned medium of SV3T3 cells. This activity, which is abolished by incubation with pepsin, but withstands to a fair degree denaturants (8 M urea and 4 M guanidinium HCl) and a reducing agent (65 mM dithioerythritol), enhances the growth of Swiss and BALB/c 3T3 cells in 1% (v/v) calf serum medium and ensures the complete survival of Swiss 3T3 cells for several days in the total absence of serum. The growth activity appears to be derived from the SV3T3 cells, since it is not found in the non-conditioned medium (and the insulin and transferrin components of this serum-free medium have only weak growth activity alone) and the chances of it being due to residual serum growth factors are slight because of the method of growing the cells and the collection of the conditioned medium. Moreover, in a separate experiment to test the possible involvement of cell attachment factors, rat fibronectin was found not to affect 3T3 growth in the standard growth assay. The conditioned medium growth activity apparently has the biological capabilities of transforming growth factors. After concentration by ammonium sulfate precipitation, it can stimulate DNA synthesis in confluent, quiescent Swiss 3T3 cells, in both the absence and presence of 10% depleted calf serum. It also permits the growth of large colonies of Swiss 3T3 cells in soft agar. As part of a preliminary characterization of the conditioned medium growth activity, gel filtration in 0.15 M NaCl, 0.001 M HCl resolves the activity into high (mol. wt. greater than or equal to 100,000) and low (mol. wt. 5,000-6,000) molecular weight factors. Since re-chromatography of the high molecular weight factor, which may still be in an aggregated form, does not generate the smaller, the latter is not a dissociation product of the former. The precise relationship of these SV3T3-conditioned medium growth factors to other growth factors, including known transforming growth factors, has not yet been determined.