Objective To describe cultured human retinal pigment epithelial (RPE) cells transdifferentiation and investigate the effects of human vitreous fluid on the morphologic and cytoskeleton changes of RPE cells in vitro. Methods Cytoskeleton characteristics in the 2nd, 5th, 8th passage of RPE cells in normal culture, which included cytokeratin 18 (CK18) and α-smooth muscle actin (α-SMA) were analyzed by Western blot. RPE cells were cultured in human vitreous-conditioned medium (VCM) at the concentration of 1∶4 for 6 days, morphologic changes were examined by light and electron microscopy, and cytoskeleton characteristics were analyzed by imunocytochemistry and Western blot. Results During culture in vitro, RPE cells lost epithelial characteristics and aquired fibroblast-like phenotype. The expression of CK18 was the highest at the 5th passage, and it decreased in the following passage, but α-SMA increased gradually. The morphologic transdifferentiation from epithelial to fibroblast-like cells of RPE was accelerated by VCM. Ultrastructural changes such as decreased microvilli and gradually increased rough endoplasmic reticulum and Golgi complex were found during the cultivation. CK18 produced by RPE cells decreased in VMC (P＜0.05), and α-SMA increased (P＜0.01). Conclusion Morphologic changes in epithelialmesenchymal transdifferenetiation of RPE cells are stimulated by VCM and accomplied by the shift of cytoskeleton proteins, The results imply that cells migration may be decreased and contraction may be enhanced in VCM. It may suggest that vitreous accelerates the pathogenesis of PVR and RPE cells play an important role. (Chin J Ocul Fundus Dis, 2002, 18: 289-292)