To develop a model of early human adult B lymphopoiesis, we cultured CD34+CD38+CD10+ pro-B cells in contact with AFT024 stroma in X-VIVO10 media with 5% serum. The cytokines FLT3L + SCF + IL7 + IGF1 were added at day 0, IL4 + IL5 + IL6 + IL10 and soluble CD40 ligand at day 14, and Staph. aureus Cowan particles on day 21. Greater than 25-fold expansion of CD34+CD38+CD10+ cells was seen at 2 weeks, the majority being CD34-CD19+ pre-B cells. Differentiation to immature IgM+ B cells was seen at 3 weeks and mature IgD+ B cells at 4 weeks, with secretion of IgM into the media. Immature and mature B cells could also be generated from culture of CD34+CD10+CD19- and CD34+CD10+CD19+ cells under similar conditions. In conclusion, we have demonstrated in vitro differentiation of early pro-B cells, and possibly common lymphoid progenitor cells, to mature B cells. Additional stimuli, provided by T helper cells or dendritic cells for example, may be required for the generation of IgG+ B cells or plasma cells. However, our culture system should be a valuable tool to further investigate B cell biology and B cell malignancies such as multiple myeloma and lymphoma.