OBJECTIVE: To determine the optimum conditions for the proliferation of urothelial cells, leading to the confluent coverage of large surfaces of biocompatible membranes, and for their terminal differentiation. MATERIALS AND METHODS: Porcine and human urothelial cells were cultured on different matrices under different growth conditions. Proliferative activity and the viability of cells were evaluated using fluorescent markers for nuclei and cytoplasm. Growth and differentiation were assessed by histological, histochemical and immunohistochemical methods. RESULTS: Under fibroblastic induction and supplementation of 5% fetal calf serum (FCS), urothelial cells showed more proliferation than in other conditions tested. Terminal differentiation of superficial cells was achieved by lowering the concentration of FCS to 1% at the air-liquid interface. CONCLUSIONS: The mitogenic effects of the extracellular matrix content of biological membranes and fibroblastic inductive factors are synergistic with each other, and can compensate for a low FCS concentration and the absence of other additives. Lowering the FCS concentration to 1% inhibits the proliferation of urothelial cells and permits their terminal differentiation.