Interlobular and intralobular ducts isolated from the pancreas of the rat by digestion with collagenase and chymotrypsin were cultured in an agarose matrix containing CMRL-1066 supplemented with insulin, dexamethasone, L-glutamine, soybean trypsin inhibitor, antibiotics, and fetal bovine serum. The cut ends of most interlobular ducts sealed to create enclosed lumina. Some ducts retained their original cylindrical organization; others enlarged to varying degrees, resulting in structures that ranged from cylindrical to spherical in shape. The duct walls consisted of viable epithelium and connective tissue, although the amount of connective tissue declined with age. Both epithelial and connective tissue cells became flattened in the enlarged ducts. Intralobular and small interlobular ducts often remained associated with the larger interlobular ducts. These duct fragments have been cultured for as long as 6 weeks.