The mouse liver epithelial cells from clone NCTC 1469 were grown in agitated suspensions in a medium of horse serum, whole fresh hen's egg extract ultrafiltrate, and balanced saline (40-20-40 v/v) for 30 days. Glucose consumption and lactic acid production paralleled the cell quantity rather closely. During periods of massive cell death the free amino acids detectable in the medium were greatly increased. At times when there was a declining population, the α-keto acids in the medium were greatly increased following use of it by the cells. When there was good cell growth there was a decrease in certain of the free amino acids of the medium regarded as needed for cell growth. Alanine was, however, increased in concentration under the latter circumstances. During the initial 48 hours of cultivation of the cells in agitated culture the α-keto acids in the used medium reached the highest concentration, 18 mg/100 ml, so far encountered in any cultures; 15 mg/100 ml of this was pyruvic acid, indicating a serious disturbance in glucose metabolism. At the time the cells were harvested they had 140 mg glycogen/100 gm cell protein.