Primary and secondary cultures of fetal rat brain cells (FBC) from 18th day of gestation have been investigated by scanning and transmission electron microscopy. Primary cultures consisted of a monolayer of flat, undifferentiated epithelioid cells, with some oligodendrocytes, astrocytes and immature neuronal cells. In secondary cultures, cells with glia morphology disappeared. Following addition of extracts from adult rat brains to secondary cultures, a dramatic change of the epithelioid cells took place. They detached from the palstic surface, extruded long cytoplasmic processes with numerous microvilli and cytoplasmic blebs as well as parallel arrays of microtubules and filaments. The differentiated cells resembled astrocytes, and characteristic glia filaments were also observed. An increase of ribosomes and rough endoplasmatic reticulum suggested enhancement of protein synthesis. At the same time S-100 protein and glial fibrillary acidic protein accumulated within the cells. The morphological changes were mostly reversible within 48 h of removal of the brain extract.