The study of growth and differentiation of mammary epithelium has been hampered by the difficulty of maintaining these functions in vitro. We describe a system for the primary culture of rat mammary epithelium on an acellular matrix derived from whole rat mammary glands that maintains growth and differentiation for months. Cultures plated on this complex substratum produce 50 times the ei-lactalbumin of those on tissue culture dishes and 5 times the a-lactalbumin of those on floating collagen gels as determined by radioimmunoassay. Unlike cultures grown on floating collagen gels, which rapidly lose the ability to secrete the milk sugar lactose, mammary cells on this matrix retain this ability for over 30 days in culture. The organ specificity ofthis mammary extracellular material is shown by the failure of extracellular matrix prepared from rat liver to support mammary differentiation. Within a given culture dish, cells on the surface of mammary extracellular matrix are more differentiated than those on the adjacent plastic. This is demonstrated by their increased a-lactalbumin content as shown by indirect immunofluorescence, and by their increased ability to bind fluorescein-conjugated peanut lectin. Cells on the surface ofthe matrix continue to synthesize DNA as determined by [3H]thymidine incorporation and autoradiography. Even when mammary epithelial cells are plated at low density, cell division continues until the matrix is covered with a confluent layer. We propose that the limited growth, differentiation, and survival of mammary cells in previously described in vitro systems may have been due to substrata that were inadequate to support these functions.The study of mammary growth and differentiation has been hampered by the lack of a suitable system that is capable of maintaining these functions in vitro. When normal mammary epithelial cells from rodents or humans are cultured on tissue culture plastic surfaces they undergo only a few rounds of cell division and rapidly lose differentiated function (1-3). Sometimes, continuous cell lines that are easy to manipulate in vitro can be established from these cultures (4, 5). However, because these cells are highly selected to proliferate under artificial conditions, their control mechanisms may have little relevance to those ofmammary cells in vivo. Organ culture has the advantage of maintaining more normal tissue orientations. However, these systems have limited viability and the presence of stromal cells makes quantitation of epithelial growth difficult (6, 7).It has been appreciated for some time that cell behavior in vitro may be influenced by placing cells on matrices of stromal collagen (8,9). More recently, Emerman and Pitelka described a system for the culture ofmouse mammary cells on floating gels of stromal collagen. Mammary epithelial cells isolated from midpregnant mice produced considerably more ofthe milk protein casein when plated on these floating collagen gels than when plated on attached collagen gels or tissue culture plastic dishe...