The middle ear epithelium of the guinea pig has been cultured on a modified floating collagen matrix. Fibroblasts harvested from abdominal skin dermis of allogenic animals were used to reorganize hydrated collagen gels into a dermal-like matrix. Within two days, the explants placed on the surface of these matrices showed proliferation of polygonal "outgrowth cells" which could be maintained for up to one month. During the first two weeks of the culture period, dividing cells were frequently identified. These cells were especially abundant in the marginal area of the explants and consisted of pseudostratified columnar cells. The reorganized collagen gel matrix was stable and did not dissolve even after the "outgrowth cells" became confluent. The present system should allow further elucidation of the growth and differentiation mechanisms of middle ear epithelial cells.