Serum starvation for several days has been considered as a positive effect on the efficiency of nuclear transfer using donor cells. The effects of longer period serum starvation are not clear while similar starvation might occur in vitro maintained cells (i.e. tissue engineering products) and in vivo such as ischemia of human tissues or organs. We found human dermis fibroblasts were transformed for about 70 days caused by serum starvation (0.5% serum). The transformed cells became round and had more than one nucleolus. In 0.5% serum medium they kept almost constant growth rate as the normal fibroblasts in 10% serum medium. Abnormal karyotype including aneuploidy and structural aberrations was observed. The transformed cells had high telomerase activities, in contrast, normal fibroblasts had no detectable telomerase activities. C-myc was up-regulated while cdk2, cyclin A, p21 were down in transformed cells. Cell transplantation into SCID nude mice confirmed that the cells had the capacity of forming solid tumors. The results indicated that long-term serum starvation could lead to cell chromosomal instability and transformation.