In this study, possible paracrine factors in adipose tissue from lean and obese subjects were sought. Conditioned media were prepared by incubation in alpha minimum essential medium of adipocyte precursors derived from lean and massively obese subjects. Adipocyte-precursor-derived conditioned media from the obese stimulated replication of cultured rat perirenal adipocyte precursors by about fourfold over control. The effect of media conditioned by precursors derived from lean subjects was much less evident. The mitogenicity of conditioned media was abolished by trypsin, indicating the protein nature of the mitogenic factor(s). Sephacryl S-200 chromatography of adipocyte-precursor-derived conditioned media from obese subjects revealed one major active fraction with molecular masses in the range of 25,000-40,000. Our results demonstrate that adipocyte precursors derived from massively obese subjects release factors mitogenic on cultured rat adipocyte precursors. These principles may act as paracrine factors contributing to the development of the adipocyte hyperplasia characteristic of massive obesity.