Basal and hormone-stimulated lipolysis of adipose tissue was measured at successive stages during the development of fish oil-induced yellow fat disease in rats. Changes of lipolytic activity at an early stage of yellow fat disease were not seen. There was a significant increase of basal lipolysis and a decrease of stimulated lipolysis when many fat cells were affected (stage E). Since the increased basal lipolysis probably originates from degenerated fat cells, the mechanism of enzyme activation is not clear. The decreased stimulated lipolysis was proportional to the number of affected fat cells and resulted from membrane damage of these cells. Increased 5-nucleotidase activity, seen in affected fat cells, may be important, to this reduced stimulated lipolysis.