1. The xanthine-dehydrogenase activity of chick liver, expressed per mg. of nitrogen, is increased during starvation. 2. Administration of inosine and possibly of adenine has a comparable effect on the xanthine dehydrogenase, and also induces an elevation of the total quantity of enzyme. Hypoxanthine, xanthine, guanine, xanthosine, guanosine and adenosine are ineffective. Cortisone is equally ineffective. 3. The administration of puromycin abolishes the effect of inosine and reduces that of starvation. It is concluded that inosine induces an increased synthesis of xanthine dehydrogenase, whereas during starvation the enzyme is spared with respect to other liver proteins. 4. The hypothesis is formulated that chick-liver xanthine dehydrogenase is an adaptive enzyme, its activity being regulated by inosine or by one of its metabolites.