Isolated bovine oviduct epithelial cells were cultured on plastic precoated with matrigel. The epithelial cells seeded on 10 mg/ml matrigel often organized themselves into hollow tubes or spheres with microvilli directed towards the lumen. This is the first report of describing the spontaneous tube formation of oviduct epithelial cells in vitro. The epithelial cells growing on this substratum became fully differentiated with the formation of junctional complexes and the production of secretory vesicles which migrated to apical plasmalemma. Epithelial cells seeded on 2 mg/ml matrigel (dry film) formed a subconfluent monolayer in 15-20 days after seeding. The histoarchitecture of the secretory cells growing on the matrigel dry film closely resembled that of intact epithelial cells. Occasional ciliated cells containing large numbers of mitochondria were observed in cell colonies growing on 2 mg/ml matrigel but they possessed very few intact cilia. The monolayer linearly incorporated 35S-methionine into proteins up to 8 hr in presence of estradiol or progesterone. The fluorography of the newly synthesized proteins indicated that the cell extracts of estradiol-stimulated cells contained an additional protein of approximate molecular weight of 60 kd as compared to the extracts of cells incubated without steroids or incubated with progesterone.