1. It was found that the precipitation of collagen fibrils at 37 degrees from mixtures of chondroitin sulphate-protein and tropocollagen at physiological ionic strength and pH takes place in two distinct phases. The first occurs immediately on mixing either at 4 degrees or at 37 degrees , and the second occurs only at 37 degrees and after a lag phase whose magnitude depends on the proportions of components. 2. When the second stage of precipitation was inhibited by mixing the reactants at 4 degrees , the initial precipitate was found to contain ;native-type' collagen fibrils and chondroitin sulphate-protein. 3. On the basis of kinetic experiments it was concluded that aggregates of chondroitin sulphate-protein and tropocollagen form instantaneously and that these act as sites for the second stage of precipitation of fibrils. 4. The gels that result after continued incubation at 37 degrees are fibrous in appearance if formed in the presence of the initial precipitate of chondroitin sulphate-protein and tropocollagen. 5. On the basis of these experiments in vitro the authors propose a sequence of events for collagen fibrogenesis in vivo.