Mice homozygous for the motheaten (Hcph(me)) mutation lack a functional SHP-1 protein tyrosine phosphatase, show severe immunologic dysregulation and die at an early age. Severe pneumonitis in me/me mice is associated with abnormal proliferation of macrophages and granulocytes. Overgrowth of macrophages in long term cultures of me/me bone marrow has prevented analyses of lymphopoiesis in vitro. To establish hematopoietic cell lines from me/me mice, we cultured me/me bone marrow with the PA6 stromal cell line in the presence of antagonistic antibody against the receptor (c-Fms) for macrophage colony stimulating factor (M-CSF). In these cultures, overgrowth of M-CSF-dependent macrophages was suppressed by the antagonistic antibody and other hemopoietic cell lineages were generated efficiently from me/me bone marrow. By using this culture system, we established me/me pro-B cell clones (MEBs) with rearranged DH-JH but not VH-DJH. The growth of MEB clones required IL-7 and c-Kit ligand, corresponding to normal pro-B cells which express SHP-1. MEB cells were sensitive to starvation by either IL-7 or c-Kit ligand, resulting in apoptotic death. The present culture system, which supports hematopoiesis of me/me bone marrow, provides useful tools for the determination of the role of SHP-1 in signal transduction of B lymphopoiesis.