Tissue explants of anchoring villi from the first trimester placentae cultured on extracellular matrix (Matrigel) give rise to EVT cells in vitro. This study was designed to address two issues important for further application of the described in vitro model: first, were the observed EVT cells derived by cell proliferation in vitro and second, what is the degree of homology between the in vivo and the in vitro differentiated EVT cells. The cultures (tissue and matrix) were prepared for light and electron microscopic (EM) examinations. Semi-thin sections from Spurr epoxy resin-embedded tissue were used to 'pop-off' the selected area for EM examination. Cell proliferation in vitro was assessed immunohistochemically using proliferative cell nuclear antigen (PCNA) antibodies. Since positive hPL immunostaining has been consistently demonstrated in the invasive subpopulation of EVT cells from placental bed in situ, hPL staining was used as a marker of EVT cell differentiation in vitro. It has been demonstrated that PCNA antibodies immunostained nuclei of cytotrophoblast cells from cell column at the base of the anchoring villi, indicating that these cells expressed proliferative activity in vitro. Cytotrophoblast proliferation resulted in the formation of the flattened zone of cell outgrowths at the tip of anchoring villi. Cells from the distal layer of the cell column detached gradually and migrated into the surrounding matrix. These cells appeared as individual, round-shaped EVT cells with smooth surface cell membrane. Their cytoplasm was rich in glycogen and contained large lipid droplets and flattened cisternae of the RER. Positive PCNA immunostaining, along with the presence of mitotic figures, indicated that EVT cells in vitro retained the ability for cell proliferation. As a result of cell proliferation and migration, the number of EVT cells increased during the culture period of 4 days. EVT cell glycogen content and lipid stores decreased progressively as they migrated into the matrix. Individual EVT cells, as well as EVT cell clusters, became surrounded by the clear zone of digested matrix. Some cells started to express strong positive staining with hPL antibodies as soon as they had migrated outside the villous explant. By day 4 of culture, a small percentage of EVT cells (about 5-10%) ceased to migrate, firmly attached to the substratum and appeared as irregular shaped cells with filopodia-like projections. Their cytoplasm contained dilated cisternae of RER, a small number of glycogen granules and bundles of actin-like filaments located in the cytoplasm inside the plasma membrane.(ABSTRACT TRUNCATED AT 400 WORDS)