These experiments were aimed at using a recently developed serum-free culture system for growth of normal rat mammary epithelial (RME) cells in vitro to examine the interactions of specific hormones and growth factors on the proliferative potential of these cells. RME cells were obtained by enzymatic dissociation of mammary tissues of Lewis rats. Primary cultures were started by plating 2 x lo5 RME cells per 60-mm type I collagen-coated tissue culture dish. Cultures were maintained in a basal medium that consisted of Ham's F-12 medium supplemented with bovine serum albumin (BSA), ethanolamine (EA), and transferrin (Tf), which, by itself, did not support RME cell proliferation. Insulin (I), hydrocortisone (HC), and epidermal growth factor (EGF), when added to the basal medium interacted synergistically to stimulate RME cell proliferation, but this effect was dependent on the additional presence of cholera toxin (CT). Under these conditions a greater-than-tenfold increase in cell number over a 10-day culture period was obtained. Insulin could be replaced by physiological levels of insulin-like growth factor-I (IGF-I). CT could be replaced by other agents that elevate intracellular levels of cyclic adenosine 3'5' monophosphate (CAMP) such as dibutyryl-CAMP (db-CAMP), prostaglandin E l (PGE-I), and/or isobutylmethylxanthine (IBMX). Prolactin (M) or progesterone (P) potentiated the effect of I, HC, EGF, and CT, resulting in an additional twofold increase in cell number over that found in their absence. However, addition of both hormones was no more effective than either one alone. Furthermore, addition of M or P in the absence of EGF had no effect on RME cell proliferation. Addition of 17-6-estradiol (E2) to the I-, HC-, EGF-, and CT-containing medium also resulted in enhanced RME cell proliferation. These results point to a number of hormone and growth factor interactions that influence the proliferation of normal RME cells in vitro.