Lung-conditioned medium (LCM) was obtained by incubation of BALB/c mouse lung tissue fragments in serum-free Eagle medium for 48 hours and subsequent separation by dialysis or chromatography on a Sephadex G-75 column. LCM fractions were tested for their ability to modulate proliferation of normal human endothelial cells and neoplastic cells (N2a, MCF, HEp-2) in vitro as assessed by plating efficiency and tritiated thymidine incorporation assays. It was found that LCM contained two kinds of factors, either stimulating (molecular weight: 50,000-70,000) or inhibiting (molecular weight: 12,000-20,000 and 3,000-5,000) cell proliferation.