Flow microfluorometry has been used to characterize the effects of serum concentration and cell density on the initiation of cell cycle transit of stationary phase (G0) human diploid fibroblasts (strain WI-38). The concentration of serum used to stimulate these cultures had no effect on the time cells began appearing in S (the DNA synthetic period), nor on the synchrony with which they moved around the cell cycle. However, as the serum concentration increased, the fraction of the stationary phase population released from G0 increased. Cell density modulated the ability of serum to stimulate cell cycle traverse. For example, at a cell density of 1.81 X 10(4) cells/cm2, 78% of the population was sensitive to serum stimulation; whereas, when the density was increased to 7.25 X 10(4) cells/cm2, only 27% of the population could be stimulated. This effect of cell density on the serum response is not simply the result of changing the ratio of serum concentration to cell density, but appears to reflect a true modulation of the population's sensitivity to serum stimulation. These results are consistent with the interpretation that the primary action of serum is to determine the transition of cells from a non-cycling G0 state to a cycling state and that cell density determines the proportion of the population capable of undergoing this transition.