Bovine mammary secretory cells, isolated at necropsy, were cultured in vitro and used as a model to study the mode of adherence of Staphylococcus aureus to mammary epithelium. Cultured cells were characterized by their morphology and physiology as secretory epithelial cells. Cells showed characteristic growth patterns when grown on polystyrene, fibronectin, laminin, collagen, and reconstituted basement membrane from the Engelbreth-Holm-Swarm murine sarcoma. Cells cultured on collagen formed confluent monolayers and were the most suitable for bacterial adherence studies. Cultured cells stained intensely for cytokeratin and for specific milk proteins, i.e., alpha-casein, beta-casein, alpha-lactalbumin, beta-lactoglobulin, and lactoferrin. The effect of frozen storage for 10 mo on cell viability or presence of milk proteins was minimal. Staphylococcus aureus showed large affinity for extracellular matrix components, i.e., fibronectin, laminin, and collagen. Adherence to confluent cell monolayers was minimal. In preconfluent cell monolayers, most S. aureus adhered more readily to the exposed matrix than to the epithelial cells. Overnight exposure to staphylococcal alpha-toxin greatly increased adherence of S. aureus to confluent monolayers. However, whether bacteria adhered to alpha-toxin damaged cells or to exposed matrix is not clear. Unencapsulated S. aureus adhered in larger numbers than did encapsulated S. aureus.