Cultured rat embryo fibroblasts, when stimulated to grow by the addition of fresh medium containing 10% serum, showed an increase in synthesis of slow-turnover proteins while maintaining a uniform degradation rate for these proteins. Slow-turnover proteins with a half-life of 2.4 days accounted for approximately 95% of the cell protein, while the remaining protein could be described in terms of two fast-turnover pools. When we labeled cells to limiting levels over a period of 4 days, the fast-turnover pools became undetectable; with 2-hour labeling periods, however, 25% of the label entered the fast-turnover pools. Fibroblasts, stimulated to grow by fresh growth medium, showed proportionate and coordinate increases in synthesis of both fast-turnover and slow-turnover proteins during the growth period, both returning to baseline levels on reaching the new steady state. No changes could be detected in degradation of either pool during growth. Fibroblasts placed in a serum-free medium showed a decrease in cellular protein and an increased degradation of slow-turnover proteins, while degradation of fast-turnover proteins remained unchanged. We conclude that the slow-turnover protein pool forms the bulk of the cell proteins and turns over at a fairly constant rate. Growth stimulation is effected almost entirely by stimulation of protein synthesis in this pool, while decreasing cellular protein growth is a result of enhanced degradation within this pool.