The present report shows the capacity of hypothalamic extract (HE) to differentiate bone marrow cells to Thy-1+ cells in vitro. A two-step short-term culture was used. In the first step thymus and pituitary were co-cultured in the presence of HE. Supernatant was then transferred to a bone marrow cell suspension and following a period of culture, the percentage of Thy-1+ cells was determined by a microcytotoxicity assay. Results indicated that: (a) HE from young mice show a very efficient differentiating capacity; (b) HE from young mice is equally efficient when old pituitary, thymus and marrow are used; (c) HE from old donors has no capacity to differentiate T cells; (d) there is a progressive age-related decline of this capacity; and (e) there is a feed-back mechanism involved in this process. It is concluded that hypothalamic factors can regulate the differentiation of T cells and that this effect operates through a mechanism involving pituitary and thymus.