Mitogenic stimulation of mouse lymphocytes results in two sequential intracellular alkalinizations. The first shift of intracellular pH from 7.18 to 7.35 coincides with early biochemical events following mitogenic stimulation. The second alkalinization begins 12 hours after stimulation and rises in parallel with the rate of thymidine incorporation. The results suggest that intracellular alkalinization following stimulation may play a key role in the enhancement of cellular activation and mitogenesis.