W 1-L 2 human lymphoblastoid cells were exposed, in culture, to progressively increasing concentrations of methotrexate. By this procedure a series of sublines was obtained with varying degrees of resistance to this drug. Membrane transport of folates and antifolates and the activities of folate dependent enzymes were studied in these sublines. Three mechanisms of drug resistance were observed. As in many previous studies, elevated cellular activities of dihydrofolate reductase were found; in some sublines the activity increased over 200-fold. A detailed study was made of the electrophoretic pattern of dihydrofolate reductase in the resistant cells, and the increase in activity was found to be of two kinds; initially electrophoretic form I increased, whereas in cells with the highest enzyme activities predominantly form II was found. The other enzymes tested, thymidine kinase, thymidylate synthetase, serine hydroxymethyltransferase, 10-formyltetrahydrofolate synthetase and 5,10-methylenetetrahydrofolate dehydrogenase, did not change greatly during the course of development of resistance. Serine hydroxymethyltransferase and thymidylate synthetase were both inhibited by methotrexate but these inhibitions were weak. The contributions made by these secondary sites of action to the cytotoxicity of the drug are discussed. A relatively high frequency of mutants was found with impaired membrane transport of methotrexate; these mutants appeared rather late in the course of development of resistance, and in all these cases enzyme and transport mutations occurred together. As in L 1210 mouse leukaemia cells, 5-methyltetrahydrofolate, 5-formyltetrahydrofolate and methotrexate shared a common pathway for uptake into the cell; in contrast to L 1210 cells, we found the predominant change in the V max , rather than the K m, of the transport system of resistant mutants. It seems that resistance involving impaired methotrexate transport during treatment of human malignant disease may be a comparatively frequent phenomenon, and may occur together with elevation of dihydrofolate reductase activity.