The mammalian gastro-intestinal tract can be divided into three parts: esophagus and forestomach, glandular stomach, and intestine. We have previously reported primary culture systems for duodenal and glandular stomach epithelial cells in which the cells express tissue-specific marker proteins. However, the effects of growth factors and substrata on cell growth have not been fully investigated. In this study a primary culture system was established for forestomach epithelial cells and the mechanism by which the growth of gastro-intestinal epithelial cells is controlled in primary culture was examined. Forestomach, glandular stomach and duodenal epithelial cells proliferated rapidly in culture, increasing their numbers about 30-, 20-and 10-fold, respectively, in the first 5 days. Scanning electron microscopy showed that these three types of epithelial cells exhibited region-specific morphologies in culture. Results on the effects of growth factors and substrata on the proliferation of the epithelial cells revealed that the culture conditions required to induce maximal epithelial growth differed. Forestomach and glandular stomach epithelial cells required similar combinations of growth factors to proliferate, and these were quite different from those required for duodenal epithelial cells. Glandular stomach and duodenal epithelial cells could proliferate in a serum-free condition while forestomach epithelial cells could not. Thus, glandular stomach epithelial cells exhibited intermediate characteristics between forestomach and duodenal epithelial cells regarding their growth factor requirement. Glandular stomach and duodenal epithelial cells could not proliferate on plastic without collagen substrata while forestomach epithelial cells could. Duodenal epithelial cells proliferated faster on collagen gels than on collagen films, and forestomach epithelial cells faster on collagen films than on collagen gels. Glandular stomach epithelial cells proliferated similarly on both substrata. Thus again, glandular stomach epithelial cells exhibited intermediate characteristics between forestomach and duodenal epithelial cells regarding their substratum dependency. We conclude that the growth of gastro-intestinal epithelial cells is affected by both growth factors and substrata, and that glandular stomach epithelial cells exhibit intermediate characteristics between forestomach and duodenal epithelial cells in responding to these factors. These results suggest that a head-to-tail gradient exists in the gastro-intestinal tract which controls the epithelial response to growth factors and substrata.