A trout (Oncorhynchus mykiss) epidermal skin primary explant system was evaluated over 8 d by light and electron microscopy. Three distinct regions of the explant outgrowth were identified on the basis of cell composition. The area immediately adjacent to the founder tissue contained mainly small migrating cells and mucous cells. Of the former, about 20% were mitotic and 6% apoptotic. The middle area was characterized by differentiated pavement cells and mucous cells, with fewer small migrating cells. Proliferation was approximately 30% and apoptosis 5%. Over time, total cell numbers halved as more pavement cells differentiated. The growing front contained many mucous and small migrating cells initially, with few pavement cells. About 50% of the cells were in the proliferative phase, and 5% were apoptotic. Later, there were fewer migrating and mucous cells, with a higher number of pavement cells. About 9% of the cells were apoptotic, and 70% of the cells were proliferating. As in vivo, pavement cells had apical microridges, although they were vacuolated and contained phagocytosed apoptotic bodies. The data and observations are based on the numbers of cell cultures prepared from separate trout giving the sample size n = 7. As this culture system is reproducible and closely approximates the epidermis of trout, it is a powerful tool to study the effects of pollutants, parasites, and endocrine factors on fish skin, eliminating whole-animal factors and reducing the number of experimental animals required.