Myoepithelial cells express both epithelial and stromal (smooth muscle) cell characters. Moreover, while separating the luminal (secretory) epithelial cells from the connective tissue in normal breast glands, myoepithelial cells apparently disappear in invasive carcinomas, or their phenotypic characteristics become down-regulated. In the present study we have used a chemically defined culture model system to study how expression of smooth muscle isoforms of actin in myoepithelial cells is influenced by insulin by using immunoblotting, immunofluorescence and electron microscopy. We show that in the absence of insulin, myoepithelial cells do not proliferate but exhibit a differentiated phenotype. Hence, they contain distinct bundles of actin filaments and also numerous caveolae at the cell surface. In contrast, with insulin in the medium, cell proliferation increases dramatically. Concomitantly the smooth muscle actin expression and the associated caveolae disappear within a week. However, other cytoskeletal proteins such as keratins and vimentin are expressed no matter whether insulin is absent or present.