Studies of the bluegill have shown that there are at least two subpopulations of lymphocytes. One population was stimulated by PHA (and Con A) at 32C and very poorly at 22C and was depleted by antibrain plus complement treatment. The other population is LPS responsive at both 32C and 22C, although responsiveness at 22C was always greater and was depleted by removal of rabbit RBC rosetted lymphocytes from the total population. Temperature was also shown to be an important factor in in vitro antigenic stimulations. In vitro SRBC primed cultures maintained at 32C elicited a very good plaque-forming cell response to SRBC's where as 22C maintained cells gave no response. The temperature effects on the in vitro cultures are discussed in reference to the reported in vivo temperature effects on the teleost immune functions. Evidence has been presented which argues for the presence of at least two cell populations of lymphocytes in the alligator. Summarized these are 1) differences in the magnitude of stimulation with the dif ferent mitogens* 2) differences in the combined effects of the mitogens, 3) a significant increase in immunoglobulin producing cells in LPS- stimulated cultures, 4) populations of cells adherent or nonadherent to glass wool with different responses to LPS and PHA, 5) the depletion of responsiveness to LPS by cytotoxic treatment with an anti-immunoglobulin plus complement without reducing the responsiveness to PHA, and 6) the depletion of responsiveness to LPS by removing immunoglobulin bearing cells. Environmental temperature was shown to effect the in vitro mitogenic responses of cultured alligator lymphocytes. Although there were some xi