A new, nontumorigenic human breast epithelial cell line, HMT-3522, has been established from fibrocystic breast tissue. Cells were explanted and propagated in chemically defined medium including insulin, transferrin, epidermal growth factor, hydrocortisone, estradiol, prolactin, and Na-selenite. The epithelial nature of the cell line was established by immunocytochemical detection of cytokeratins. Moreover, electronmicroscopy revealed monolayers of polarized cells connected by desmosomes and provided with apical microvilli. Milk fat globule membrene antigen, specific for the apical membrane domain of normal, luminal breast epithelial cells, was expressed only in confluent cultures where some cells overlaid others, indicating “stem cell”-like properties. After 25 to 30 passages, the cells are diploid with a few marker chromosomes and loss of chromosomes in the D-group. The cells are nontumorigenic in athymic mice; they lack estrogen receptors, and estradiol does not stimulate growth. The HMT-3522 cell line may represent a useful model for the study of brest cell differentiation and carcinogenesis in vitro.