A technique has been developed for isolating cells from the intimal and medial layers of the human aorta by enzymatic dispersion. After mechanical separation of intima, media and adventitia the intima and the media were dispersed by collagenase and elastase. Enzyme-isolated cells seeded in the culture with at a frequency of 30 to 50%. In the primary culture differentiated aortic cells were morphologically heterogenous. It was possible to define four main types of cells according to their shape: polygonal, elongated, asymmetrical and stellate. Polygonal and stellate cells are found only in cultures of grossly normal intima, whereas elongated and asymmetric cells are found in practically all cultures. The ratio of elongated to asymmetric cells in cultures obtained from healthy aorta and atherosclerotic plaque is more or less the same at approximately 3:1. In cultures of fatty streaks the proportion of asymmetric cells exceeds 50%. Using immunofluorescence, all four types of cell were identified as smooth muscle cells. The possible reasons for the cellular polymorphism in primary culture and the prospects of utilizing this culture for the study of cellular aspects of atherosclerosis' pathogenesis are discussed.