Anomalous giant cells, termed "balloon cells", were found in a subliile of the Ehrlich ascites carcinoma. T h e balloon cells remained in the supernatant when ascitic fluid was centrifuged a t 17,000 r.p.nl.T h e balloon cells were considerably larger than the regular t~~i l l o r cells, a n d in their fully developed form the nucleus occupied a completely lateral position, resembling a signet-ring cell. T h e cytoplasnl contained only a small number of lipid granules surrounding the nucleus; no vacuolization of the cytoplasm could be demonstrated. Mucoid substances in the cytoplasnl were not accun~ulated. Mitochondria1 activity was localized mainly around the nucleus. 'The uptake of tritiated thymidine in the nucleus indicated colltillued D N A synthesis b y the balloons. They underwent mitotic division and contributed t o the expanding tumor cell population.