In the present paper we used a method whereby some of the cellular events that take place in the aortic wall during chick embryo development can be studied in vitro. Collagen gels were utilized to culture endothelial cells obtained through nonenzymatic means from aortic explants isolated from 12- to 14-day-old chick embryos. These cells were characterized by morphological and immunocytochemical criteria. After 72 h, explanted endothelial cells from embryonic aorta formed a monolayer of polygonal cells, which gave rise to elongated cells that migrate into the collagen gel. These cells are similar to those of mesenchyme-like cells observed in vivo at the subendothelial region of 14-day-old chick embryonic aorta. In long-term cultures, some of these cells acquired features either of synthetic smooth muscle cell phenotype, or of fibroblast-like cells very similar to those found in developing aorta. These results indicate that the culture of explants of chick embryo aorta on three-dimensional collagen gel is a valuable system for studying some of the complex morphogenetic events that occur during the development of the aorta.