We cultured primary human mammary epithelial cells from five reduction mammoplasties and five breast carcinomas and attempted to improve culture conditions and define cell populations grown. Normal cells cultured on Matrigel basement membrane-like substance formed multicellular three-dimensional structures reminiscent of tissue ducts and alveoli, while malignant cells remained as single cells crawling through Matrigel much as malignant cells separate and invade basement membrane in vivo. This re-creation of normal and malignant breast cell morphology may facilitate studies of breast cancer cell biology and determination of malignant cell authenticity in culture. Growth of cells in a reduced oxygen concentration of 12% improved cell proliferation over room air (21%); however, cells could not proliferate in a completely physiological oxygen concentration of 6%, perhaps because of the medium used. We developed an improved medium for malignant cell growth, which lengthened their life span in culture, and a completely defined medium which supported cell proliferation for six passages. Methods to determine the epithelial nature of mammary epithelial cells are illustrated and discussed. The authenticity of malignant cells in culture was suggested by their proliferation without certain growth factors required for normal cell growth or with transforming growth factor-beta, which arrests normal cell proliferation, and by their contact independence.