Human T cell leukemia viruses are predominantly transmitted from mother to child by breastfeeding. Endemic levels of HTLV infection are associated with ethnic groups that have traditionally practised long-term breastfeeding. In the course of long-term lactation, we have found that human milk contains leukocytes and epithelial cells and that mixed primary cultures of these milk cells are susceptible to HTLV-I infection in vitro. We have established and characterized an immortalized line of milk epithelial cells, HTLV-LEC, that are productively infected and transformed with HTLV-I. This is the first reported case of human cells, other than T cells, that are transformed with HTLV-I. Cultures of HTLV-LEC are distinctive because of the synthesis of an extensive extracellular matrix that appears to support in vitro morphogenesis. HTLV-I infection can be transmitted from HTLV-LEC into normal epithelial cells and leukocytes. Our results suggest that infected epithelial cells could be involved in the persistence and transmission of virus infection in HTLV-I carriers.