Transforming growth factor-beta (TGF-beta) is known to induce alpha-smooth muscle actin (alpha-SMA) in fibroblasts and is supposed to play a role in myofibroblast differentiation and tumor desmoplasia. Our objective was to elucidate the impact of TGF-beta1 on alpha-SMA expression in fibroblasts in a three-dimensional (3-D) vs. two-dimensional (2-D) environment. In monolayer culture, all fibroblast cultures responded in a similar fashion to TGF-beta1 with regard to alpha-SMA expression. In fibroblast spheroids, alpha-SMA expression was reduced and induction by TGF-beta1 was highly variable. This difference correlated with a differential regulation in the TGF-beta receptor (TGFbetaR) expression, in particular with a reduction in TGF-betaRII in part of the fibroblast types. Our data indicate that 1) sensitivity to TGF-beta1-induced alpha-SMA expression in a 3-D environment is fibroblast-type specific, 2) fibroblast type-independent regulatory mechanisms, such as a general reduction/loss in TGF-betaRIII, contribute to an altered TGFbetaR expression profile in spheroid compared with monolayer culture, and 3) fibroblast type-specific alterations in TGFbetaR types I and II determine the sensitivity to TGF-beta1-induced alpha-SMA expression in the 3-D setting. We suggest that fibroblasts that can be induced by TGF-beta1 to produce alpha-SMA in spheroid culture reflect a "premyofibroblastic" phenotype.