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Suspension cultures of five elm selections (U. americana A, 680, 8630 and Del 2 and U. pumila S) exhibiting a range of susceptibility responses to the Dutch Elm Disease fungus (Ophiostoma ulmi) have been successfully established for future elicitor/phytoalexin studies. Calli initiated from foliar tissues of mature, greenhouse-grown trees cultured on a solid modified MS medium containing 2,4-D and BA were adapted to a liquid modified MS medium containing BA and either IAA or NAA. Cells were grown in either the presence or absence of light with continuous agitation. Uniform, rapidly dividing cell cultures were achieved when friable white or tan calli were grown in the medium containing 1 mg/l each NAA and BA in darkness. Cultures yielding an abundance of phenolic compounds exhibited decreased cell uniformity and proliferation. Increased phenolic production was associated with the presence of phenolics in the initial callus tissue, exposure to light and the use of IAA as the auxin source.