B-cell lymphopoiesis in vivo is very complex due to the influences of cooperating cells, cytokines and other receptor-ligand interactions which appear to occur developmentally at different cellular stages. Therefore in-vitro models will help to unravel this complex situation. Here, we review our and others' work on in-vitro models of B-cell development. The role of stromal cells, cytokines, surrogate light chain and products of rearranged Ig-loci in the developmentally different cellular stages will be discussed.