There have been numerous electron microscopic reports of apparent phagocytosis of collagen by fibroblasts and other cells in vivo. We have developed an in vitro system which, to the best of our knowledge, will permit for the first time the study of regulatory mechanisms governing phagocytosis and digestion of collagen fibres. Cells were cultured from explants of monkey periodontal ligament, subcultured, and grown to confluence in alpha-MEM plus 15% fetal calf serum plus antibiotics. The confluent cells were then cultured together with minced rat tail tendon collagen in alpha-MEM lacking proline, lysine, glycine and fetal calf serum for up to 7 days, after which they were processed for electron microscopy. Intracellular collagen profiles could be seen in cultured cells that were associated with exogenous collagen fibrils as early as 24 hours after addition of the collagen. Through electron microscopic examination of serial sections of the culture, we have demonstrated: (1) that fibroblasts can phagocytose collagen; (2) that the observed intracellular collagen is not the result of aggregation of endogenous synthesized collagen; (3) that it is not possible to base a decision as to whether a collagen fibril has been phagocytosed in whole or in part by the type of vesicle with which it is associated; (4) that cleavage of collagen into small pieces may not be a necessary prelude to its phagocytosis.