Recent evidence has indicated that addition of 2-mercaptoethanol (2-ME) to culture medium is able to activate murine lymphocytes to undergo blastogenesis, to synthesize polyclonal antibody, and to develop cytotoxicity to both autologous and heterologous target cells. In order to explore the basis for these phenomena, a study of the physical interaction between the cell and 2-ME was undertaken by using a radiolabeled preparation of 2-ME. Uptake of labeled 2-ME increased over the initial 24 hr of culture, after which a steady state was achieved. Cells were found to have maximal susceptibility to activation by 2-ME after incubation for 24 hr in the absence of the thiol compound. This observation was not explicable in terms of any alteration in the kinetics of 2-ME uptake. The amount of labeled 2-ME taken up was a function of the 2-ME concentration with which the cell was incubated, with the exception of the concentration range that is optimal for mitogenesis. At this range, the curve was suggestive of a saturation effect. Uptake by B cell cultures was found to exceed that by T cell cultures. Uptake was shown to result from interaction with protein, to be independent of metabolic energy, to be governed by temperature-dependent kinetics, and to be highly specific.