Blood plasma contains many factors that influence cellular proliferation. However, cells within the tissue spaces of most organs are exposed to interstitial fluid, and the composition of interstitial fluid may be much different from plasma. Accordingly, the effect of interstitial fluid on cellular proliferation may be much different from the effect of plasma. The aim of this study was to test the effect of blood plasma and interstitial fluid (lymph) from the lung and intestine on the proliferation of fibroblasts. Plasma and lung and intestinal lymph were collected from anesthetized sheep and added to standard culture medium (final concentration = 10%). Cells (fibroblasts) were cultured from the lungs of the sheep and grown to confluence. Then the cells were subcultured at low density and incubated with the medium containing plasma or lymph. Control dishes contained only cells and medium. The cells were counted over a 6-day period. Cells incubated with medium alone grew very little over the 6-day period, but cells exposed to plasma increased ~100-fold, and cells exposed to lymph increased ~10-fold. We found no significant difference in cell growth for cells incubated with lung versus intestinal lymph. Our results show lung and intestinal lymph are less effective than plasma in stimulating cell growth.