Nanomolar concentrations of phorbol 12.13-dibutyrate [P(Bu)J were found to affect the morphology of human blood lymphocytes. Changes in the properties and the biochemical composition of the plasma membrane were particularly apparent. Light and electron microscopy (scanning and transmission) showed polarization of the cytoplasm, consistent with uropod formation, in the majority of the cells within 15 min of treatment. Ruffled membranes and cell-to-cell aggregation were observed within 2 h. Larger aggregates, long surface projections and signs of lymphocyte activation (lymphoblasb and mitotic figures) were detected after 24 and 48 h. Cell-tocell aggregation was monitored by light transmission in an aggregometer and confirmed by light and electron microscopy. Aggregation occurred rapidly after the addition of the phorbol ester and was maximal within I h. Cells treated for 24 h formed large clumps. Only 44 % of the cells remained single, compared with 97% in the untreated control. About I 7 % of the treated cells bound autologous untreated lymphocytes, as shown by conjugate formation between fluorescein-labelled P(Bu), treated and untreated unlabelled cells. Synthesis and cell surface exposure of sialyl components were studied in untreated and 48 h P(Bu),-treated cells by metabolic labelling of sialic acid with the sialic-acid-specific precursor N-acetyl-['HI-mannosamine (ManNAc) followed by neuraminidase hydrolysis. Cells treated with P(Bu), for 48 h showed reduced incorporation of ManNAc and a two-to three-fold reduction in neuraminidase-releasable sialic acid, compared with untreated cells. Mild periodate oxidation followed by sodium borotritide labelling showed a 20-30 % reduction in cell surface sialic acid in the phorboltreated cells. The degree of sialylation of galactosyl and Macetyl galactosamine residues in P(Bu),-treated cells, measured by galactose oxidase -sodium borotritide labelling of neuraminidase -treated versus untreated cells, showed a 15-16% reduction compared to controls. Study of glycosphingolipids showed a marked increase of ['H]-galactose incorporation into major glycolipids with chromatographic mobilities of ceramide monohexoside, globoside, G,,, G,, and G,,, in P(Bu), treated lymphocytes. There were no detectable qualitative or quantitative changes in glycoproteins, as judged by surface iodination and borotritide labelling. This suggests that the ganglioside compartment is responsible for the decreased surface sialic acid.