Chick embryo tibial chondrocyte growth and activities were compared in serum-free and serum-supplemented media. A basal salts medium containing equal volumes of Ham's F-12 and Dulbecco's modified Eagle's medium was supplemented with 10% fetal calf serum or with a mixture of bovine insulin, transferrin, fibroblast growth factor, dexamethasone, a prostaglandin E1 supplement, and a liposome supplement. Chondrocytes grew at identical rates in both media. Insulin, liposomes, and fibroblast growth factor were required for optimum growth in the serum-free medium, but removal of transferrin, dexamethasone, or prostaglandin E1 had little effect on the growth rate. In the serum-supplemented medium, the chondrocytes synthesized Type II collagen, Mr = 59,000 collagen, and both the large, cartilage-specific and the small ubiquitous proteochondroitin SO4 species typically produced by cultured chondrocytes. In the serum-free medium there was a shift toward synthesis of Type I collagen and a loss of the capacity to synthesize Mr = 59,000 collagen and the cartilage-specific proteochondroitin SO4. The loss of capacity for cartilage-specific proteochondroitin SO4 synthesis began immediately after replacement of the serum with the mixture of defined growth factors and the rate of loss was retarded but not reversed when serum was added back in place of the growth factors. When the serum and the mixture of growth factors were added together to the basal medium at the time of cell plating, the chondrocytes grew rapidly and retained their normal phenotype observed in serum-supplemented cultures. Thus, the serum appears to contain factors which are required for retention of the chondrocyte phenotype in culture over and above those factors necessary for cell growth.