During differentiation (sclerotization) of the Myxomycete Physarum flavicomum, the acellular Plasmodium converts into numerous dormant cells surrounded by cell walls. This work establishes that a condition of nutrient imbalance triggers the differentiation process. Specifically, the unavailability of an adequate spectrum of amino acids in the medium initiates the metabolic and morphological alterations characteristic of the sclerotizing Plasmodium.In the absence of extracellular amino acids, the cellular pool of amino acids and cellular protein were catabolized as differentiation proceeded. The pattern of amino acids in the cellular pool also changed during differentiation, as the content of pool amino acids was reduced at least 75%. The decrease in protein content was negligible after 12 h incubation but was about 40% at 48 h when differentiation was complete. However, in the presence of extracellular amino acids, protein degradation, amino acid pool depletion, and differentiation were all inhibited. Ammonium ions (12.4 mM) similarly delayed differentiation.Differentiation, amino acid pool depletion, and the degradation of cellular protein readily occurred in the presence of an extracellular supply of dextrose, which stimulated cell wall formation. The effect of dimethyl sulfoxide, cyclic 3′,5′-adenosine monophosphate, glutathione, diamide, and other compounds on the differentiation process are reported also.