Ultrastructure studies of pelvic peritoneal tissue from women undergoing laparotomy suggest that before endometriosis has become established in the peritoneum, there might be a metaplastic change by peritoneal mesothelial cells into endometrial glandular cells. A new in vitro experimental model of endometriosis using human ovarian surface epithelium cells has shown evidence that endometriotic lesions can arise by a process of metaplasia from the ovarian surface epithelium. In this model, when both ovarian surface epithelium and ovarian stromal cells were cocultured with 17beta estradiol in a three-dimensional collagen gel lattice, the ovarian surface epithelium cells formed a lumen structure, surrounded by endometrial stromal cells with an epithelial mesenchymal structure. Immunoreactivity for epithelial membrane antigen and cytokeratin was shown in the glandular cells and cilia, as well as in the microvilli. Electron microscopy showed evidence of tight junctions on cell surfaces. These findings suggest that endometriosis may manifest as a serial change from the adjacent mesothelial cells.