Exposure of mouse epidermal cells in culture to 12-O-tetradecanoyl-phorobol-13-acetate (TPA) results in an initial inhibition of DNA synthesis for 24 hr followed by a 5- to 10-fold stimulation at 72 to 96 hr. A corresponding increase in mitotic rate also occurs at 72 to 96 hr. These responses occur when TPA is continuously present in the medium or if the exposure is as short as 1 hr, but the degree of stimulation was dependent on dose and duration of exposure. Sensitivity to TPA varied with the length of time the cells were in culture prior to treatment. TPA treatment also produced an alteration in morphology from clearly epithelial to a more fibroblastic type. These biochemical and morphological effects did not occur after treatment of epidermal cells with either phorbol-13,20-diacetate or phorbol. Primary dermal fibroblasts in culture did not respond to TPA in this manner, but a line of cultured liver epithelial cells was slightly stimulated by the promoter. This system appears to be a sensitive in vitro model for detecting the hyperplasia-inducing effects of phorbol esters and should be used for mechanistic studies and bioassay.