When rat 3Y1 fibroblastic cells are cultured toward confluency, the cells go through maximum cell density (overshoot) before reaching post-confluence stationary cell density. After overshooting, a number of floating cells are found in the medium. In a long-term culture, a cyclic change in cell number, an increase after each medium refreshment and subsequent cell loss within a few days has been observed so that the cell populations in the monolayer maintain post-confluence stationary cell density at a constant level. The floating cells excluded trypan blue, but they had no ability to attach to the substrate and to form colonies after being reseeded in fresh medium. They had condensed and uniformly electron-dense chromatin with sharply circumscribed edges. Their DNA contained a laddering pattern in harmony with internucleosomal cleavage. The features were those of apoptosis. When floating cells appeared, apoptotic bodies were also observed in the monolayer. Most of them were found within the cytoplasm of intact cells, suggesting that apoptotic bodies were also faded away from the culture by being rapidly engulfed by neighboring intact cells. These suggest that apoptosis and subsequent detachment from the monolayer or engulfment by neighboring intact cells, in addition to inhibition of cell division, are basic mechanisms on the process of density-dependent regulation in monolayer culture of rat 3Y1 cells.