Primary explant, mass and clonal fibroblast cultures established from BN rat skin and lungs were used to examine changes in cell behaviour associated with aging. Three distinct fibroblast cell types, i.e. FI, FII and FIII, could be identified on the basis of their morphological and proliferative properties. They could also be distinguished from each other by the amount and type of collagen they synthesized in clonal cultures. FI cells are diploid, spindle shaped and highly proliferative, and they synthesize low levels of type-I and -III collagen. Epithelioid FII cells are also diploid, proliferate slowly, and exhibited elevated collagen synthesis as compared to FI cells. FIII fibroblasts are large, stellate, tetraploid cells that proliferate more slowly than the other types but synthesize large amounts of collagen. In comparison to FI cells, the level of type-III-collagen synthesis is slightly elevated in FIII fibroblasts. In primary explant, mass and clonal cultures, the relative proportions of FI, FII and FIII cells were found to change as a function of the age of the donor animal. The increasing predominance of FIII cells in mass cultures of fibroblasts obtained from donors of increasing ages was consistent with the increased level of collagen synthesis in these cultures. Our observations indicate that the differentiation of normal BN rat fibroblasts occurs via a three-phase process. We discuss the age-related changes in the relative abundance of FI, FII and FIII cells in vivo in the context of alterations in fibroblast replacement and changes in connective tissue that occur during aging.