Ameboid microglial cells migrate tangentially on the vitreal part of quail embryo retinas by crawling on M⏠uller cell end-feet (MCEF) to which they adhere. These microglial cells can be cultured immediately after dissection of the eye and isolation of sheets containing the inner limiting membrane (ILM) covered by a carpet of MCEF (ILM/MCEF sheets), to which the cells remain adhered. Morphological changes of microglial cells cultured on ILM/MCEF sheets for 4 days were characterized in this study. During the first minutes in vitro, lamellipodia-bearing bipolar microglial cells became rounded in shape. From 1 to 24 h in vitro (hiv), microglial cells swept and phagocytosed the MCEF on which they were initially adhered, becoming directly adhered on the ILM. MCEF sweep was dependent on active cell motility, as shown by inhibition of sweep after cytochalasin D treatment. From 24 hiv on, after MCEF phagocytosis, microglial cells became more flattened, increasing the surface area of their adhesion to substrate, and expressed the b1 subunit of integrins on their membrane. Morphological evidence suggested that microglial cells migrated for short distances on ILM/ MCEF sheets, leaving tracks produced by their strong adhesion to the substrate. The simplicity of the isolation method, the immediate availability of cultured microglial cells, and the presence of multiple functional processes (phagocytosis, migration, upregulation of surface molecules, etc.) make cultures of microglial cells on ILM/MCEF sheets a valuable model system for in vitro experimental investigation of microglial cell functions. V V C 2006 Wiley-Liss, Inc.