A method for the culture of retinal Muller cells from adult rats is described. Whereas isolated Muller elements did not grow in a medium composed of MEM + 10% FBS, the addition of supernatant from mitogen activated spleen cells induced a strong proliferative response. The factor(s) responsible for that growth were not species specific, as mouse spleen cells conditioned medium was also an effective stimulant. The highly significant degree of DNA synthesis induced by the supernatant from an S-antigen specific T-helper cell line (reacting to the retinal antigen presented on APC) indicates that the growth promoting activity is not restricted to mitogen driven spleen cells. It is suggested that products of inflammatory cells secreted in the course of intraocular immune processes may contribute to the formation of epiretinal membranes. These products also induced the expression of Ia surface antigens by Muller cells, supporting the hypothesis of a possible involvement in local immune reactions.