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We studied the differentiation of elastin-producing fetal bovine chondrocytes to understand the regulatory processes associated with induction of elastin expression. Analysis of auricular elastic cartilage development in vivo indicated that differentiation of the prechondrogenic blastema to an elastogenic phenotype was preceded and accompanied by condensation of the mesenchymal cells. In addition, induction of elastin production was temporally and spatially linked to expression of type I1 collagen and proteoglycans. We assessed the influence of cell density on the induction of tropoelastin expression in pre-elastogenic cells from developing ear buds, Tropoelastin expression was induced in prechondrogenic mesenchymal cells only if the cells were maintained at a high cellular density. In addition, high density culture upregulated tropoelastin expression in fully differentiated chondrocytes. Together these data suggest that high cell density facilitates celkcell interactions that affect cell proliferation and influence tropoelastin expression.