A recently developed micro agar culture system has been optimized for the in vitro growth of human B-lymphocytes. Enriched B-lymphocytes from the peripheral blood of normal individuals were suspended in an agar layer, above which a liquid overlayer containing 20% PHA-LCM, 2-ME and Prot A or LPS as stimulants was added. Two morphologically distinguishable colony types were observed using this culture technique: diffusely proliferating colonies (Type I) were found within the agar layer, and round, compact colonies (Type II) appeared to leave the agar layer and continue growth in the liquid overlayer. For both colony types a linear relationship was demonstrated between the number of seeded cells and the number of formed colonies. The appearance of the two colony types in vitro was not concurrent, and they exhibited differing sensitivity to mitogen concentration and to the type of serum used as additive to the culture medium. The implications of clonal in vitro cultivation of lymphocytes, both normal and pathological, are discussed.