Cholesterol and certain lipoproteins have regulatory effects on the primary immune responses of murine spleen cells in vitro. The plaque-forming cell (PFC) responses to sheep red blood cells of trinitrophenylated Brucella abortus were studied in complete, lipid-depleted or lipoprotein-reconstituted media. The requirement for exogenous low density lipoprotein (LDL) and its cholesterol moiety was established by comparison of the yield of PFC in cell cultures deprived of lipoproteins with that in cultures to which specific classes of lipoproteins were added. The spleen cells in complete medium yielded about 10-fold greater PFC responses than cells in lipoprotein-deficient medium. In lipoprotein-deficient media, human LDL completely reversed the decreased immune response, LDL lipids and free cholesterol partially reversed the deficit, the human high density lipoproteins and an apo B phospholipid complex were ineffective. In complete media, cholesterol at higher concentrations (100--200 microgram/ml) and LDL lipids partially inhibited the primary immune response. Exogenous cholesterol was required for the in vitro response to both thymus-dependent and thymus-independent antigens.