We have isolated from mouse skeletal muscle a subpopulation of slow adherent myogenic cells that can proliferate for at least several months as suspended clusters of cells (myospheres). In the appropriate conditions, the myospheres adhere to the plate, spread out, and form a monolayer of MyoD+ cells. Unlike previously described myogenic cell lines, most of the myosphere cells differentiate, without cell fusion, into thin mononucleated contractile fibers, which express myogenin and skeletal muscle myosin heavy chain. The presence of Pax-7 in a significant proportion of these cells suggests that they originate from satellite cells. The addition of leukemia inhibitory factor to the growth medium of the myospheres enhances proliferation and dramatically increases the proportion of cells expressing Sca-1, which is expressed by several types of stem cells. The capacity of myosphere cells to transdifferentiate to other mesodermal cell lineages was examined. Exposure of cloned myosphere cells to bone morphogenetic protein resulted in suppression of myogenic differentiation and induction of osteogenic markers such as alkaline phosphatase and osteocalcin. These cells also sporadically differentiated to adipocytes. Myosphere cells could not, so far, be induced to transdifferentiate to hematopoietic cells. When inoculated into injured muscle, myosphere-derived cells participated in regeneration, forming multinucleated cross-striated mature fibers. This suggests a potential medical application.