A number of studies have shown that certain variant isoforms of CD44 are overexpressed in human breast cancer, suggesting their use as indicators of the presence of malignant cells. We now show that CD44 isoform mRNA and protein expression is upregulated in normal human breast epithelial cells (HBEC) when these cells are stimulated to proliferate in culture. Reverse transcription-PCR analysis of cultured normal HBEC revealed complex patterns of CD44 mRNA expression that were indistinguishable from patterns previously shown to be characteristic of tissue samples containing malignant HBEC. CD44v6-expressing cells were identified in cultures generated from FACS-purified populations of either normal luminal (CALLA-MUC-1+) or myoepithelial (CALLA+MUC-1-) cells, even though immunohistochemical analysis of normal breast tissue sections confirmed CD44v6 expression to be limited to the myoepithelium in vivo. Increased expression of both CD44v mRNA and protein in cultured populations of normal HBEC was shown to correlate positively with the proportion of cells that were proliferating (Ki-67+) independent of cell density. These results indicate that activation of CD44 variant isoform expression in HBEC occurs as a normal response to factors that stimulate their proliferation and suggests caution in the use of this marker to identify malignant cells.