Membrane lipid composition and fluidity of a series of B16 melanoma cell variants with increased resistance to heat were analysed for changes within the lipid component that may contribute to the acquisition of heat resistance. Within one series of heat-resistant lines the cholesterol content of the cells decreased as their heat resistance increased. The most heat-resistant line, WH75, had 40 per cent less cholesterol than the parent line. No change in the composition of phospholipid fatty acids was found. An increased level of membrane fluidity in WH75 was demonstrated by electron paramagnetic resonance using 5- or 12-doxyl stearic acid. When challenged by heat the increase in membrane fluidity was similar for WH75 and for the parent line. Thus the increased heat resistance of the variants is probably not due to their ability to adapt to heat challenge by increasing membrane thermostability. The inverse relationship between heat resistance and cholesterol content was not demonstrated in two other series of heat-resistant variants. The cholesterol decrease, therefore, is not a universal response of cells as they acquire heat resistance.