Three-dimensional epithelial culture models are widely used to emulate a more physiologically relevant microenvironment for the study of genes and signaling pathways. Prostate epithelial cells can grow into solid cell masses or acinus-like spheroids in Matrigel. To test if the ability to form acinus-like spheroids in Matrigel is dependent on how undifferentiated a cell is or whether it is tumor or nontumor, we established six novel epithelial cell lines. Primary prostate epithelial cells were immortalized using HPV16 E6 gene transduction and were named Shmac 2, 3, and 6 (nontumor); Shmac 4, Shmac 5, and P4E6 (tumor). All cell lines were phenotyped in monolayer culture, and their ability to form acinus-like spheroids in Matrigel investigated. The cell lines exhibited a wide range of population doubling times and all showed an intermediate phenotype in monolayer culture ((luminal)CK(+)/(basal)CK(+)/CD44(+)/PSA(+)/AR(-)). Only Shmac 5 cells formed acinus-like spheroids when cultured in Matrigel. Co-culture of the spheroids with fibroblasts advanced differentiation by inducing androgen receptor expression and epithelial polarization. Our findings indicate that tumor cells can form acinus-like spheroids in Matrigel.