Methods were developed for the culture of cells derived from tissues of the sea lamprey (Petromyzon marinus). Cultures were initiated from gill, liver, muscle and gut from larvae and newly transformed individuals and brain, heart, kidney and ovary from sexually mature adults. The lamprey cells were viable for up to six months in culture and cells from ovary, muscle, gut, gill and liver were propagated for multiple passages. For all cultures except liver, optimal cell attachment and spreading was obtained on surfaces coated with fibronectin and collagen. Optimal liver cell attachment was achieved on basement membrane. Cells synthesizing DNA were detected by precursor incorporation in five week-old cultures derived from adult and larval tissues. Metabolic labeling experiments with [S-35]-methionine demonstrated that cultures initiated from liver and ovary continued to synthesize and release proteins into the medium for several weeks. Ultrastructural examination revealed the presence of ciliated cells in cultures from brain and the accumulation of lipid in epithelial cells derived from liver and gill.