Human keratinocytes can be maintained in monolayer culture under serum-free conditions for an extended period of time. Under low Ca2+ conditions (e.g., 0.05-0.15 mM), an undifferentiated state is maintained and the cells proliferate optimally. When the Ca2+ concentration is raised to approximately 1.0 mM, differentiation occurs and growth shows. Human dermal fibroblasts can also be maintained in monolayer culture under serum-free conditions, but in contrast to keratinocytes, a physiological level of extracellular Ca2+ (above approximately 1.0 mM) is required. A variety of growth factors stimulate proliferation of both cell types but do not replace the Ca2+ requirement of the fibroblast population. All-trans retinoic acid also promotes proliferation of both cell types and, most interestingly, replaces the requirement-for a physiological level of Ca2+ in the fibroblast cultures. Human skin can be maintained in organ culture for an extended period of time under serum-free conditions. Conditions optimized for fibroblast proliferation (either physiological Ca2+ or all-trans retinoic acid) are required. In the presence of culture conditions optimized for the epithelial cell component, both the epidermis and dermis rapidly lyse. These data suggest that the fibroblast is the critical component in maintaining homeostasis of skin, and that maintenance of the epidermis as well as the dermis depends on the viability and functioning of these cells.