Staphylococcus aureus is the most common cause of both acute and chronic osteomyelitis; however, the pathogenesis of osteomyelitis is poorly understood. We investigated the ability of S. aureus to associate with chick osteoblasts in culture and have demonstrated internalization of bacteria by the osteoblasts. Two strains of S. aureus were examined that were ingested by osteoblasts to different extents, suggesting strain differences in uptake. Initial association of S. aureus strains with osteoblasts was independent of the presence of matrix collagen produced by the osteoblasts. Internalization of bacteria required live osteoblasts, but not live S. aureus, indicating osteoblasts are active in ingesting the organisms. The bacteria were not killed by the osteoblasts, since viable bacteria were cultured several hours after ingestion.