Buthionine sulfoximine depleted the glutathione (GSH) level of mouse lymphoma L1210A cells in culture to 6% of control and killed the cells within 48 hours in medium supplemented with fetal calf serum or bovine serum albumin. Mercaptoethanol or alpha-thioglycerol but not GSH or cysteine added to the medium protected the cells from the effect of GSH depletion. Horse serum was also protective, and this effect was removed by dialysis over 65 hours and could not be restored by adding GSH. Mercaptoethanol alone had a protective action in the dialyzed sera. The results suggest that mercaptoethanol may act independently and perform the functions of GSH.