We previously reported that diabetes in mice is associated with the appearance of proinsulin-producing (Proins-P) cells in the liver. It was unclear, however, whether these Proins-P bone marrowderived cells (BMDC) merely transit through the liver or undergo fusion with hepatocytes, normally an extremely rare event. In this study, we found that, in diabetes, BMDC in the liver produce not only Proins but also TNF-␣, suggesting that diabetes reprograms gene expression in BMDC, turning on ''inappropriate'' genes. Bone marrow transplantation using genetically marked donor and recipient mice showed that fusion occurs between Proins-P BMDC and hepatocytes. Cell fusion is further supported by the presence of the Y chromosome in Proins-P cells in female mice that received male bone marrow transplantation cells. Morphologically, Proins-P fusion cells are albumin-producing hepatocytes that constitute Ϸ2.5% of the liver section area 5 months after diabetes induction. An extensive search failed to reveal any fusion cells in nondiabetic mice. Thus, diabetes causes fusion between Proins-P BMDC and hepatocytes in vivo, an observation that has implications for the pathophysiology of diabetes as well as the fundamental biology of heterotypic cell fusion.cell fusion ͉ diabetes mellitus ͉ diabetic complications ͉ liver R ecent reports from different laboratories document that bone marrow-derived cells (BMDC) can fuse with hepatocytes in vivo, and such fusion events can contribute to liver regeneration (1-4). However, with the exception of unique genetic models, e.g., fumarylacetoacetate hydrolase (Fah)-deficient mice (1, 2), in which wild-type BMDC confer a marked growth advantage, BMDC-hepatocyte fusion appears to be extremely rare. In a review article, Thorgeirsson and Grisham (5) estimated that transplanted BMDC generate hepatocyte-like cells in the liver at a frequency of Յ10 O4 . In fact, the yield of presumed BMDC-hepatocyte fusion cells ranges from 0 to Ͻ0.05% in Ͼ80% of reports published before August 2005 (5). Apart from the rarity of the event, there is little information on whether BMDC-hepatocyte cell fusion is regulated by physiological body functions, and whether it is affected by pathological conditions other than the extreme example of Fah-deficient mice that received bone marrow transplantation (BMT) from Fahexpressing mice.Our laboratory recently reported the appearance of proinsulin-producing (Proins-P) cells in the bone marrow of diabetic rats and mice (6). The Proins-P BMDC migrate out of the bone marrow and populate different organs and tissues, including liver and fat. Because the phenomenon occurs in both type 1 and type 2 models, and can be duplicated by glucose injections in mice, hyperglycemia appears to trigger its occurrence. This interpretation is supported by the observation that Ϸ50% of unfractionated BMDC start transcribing insulin within days of incubation in high-glucose medium (7).Diabetes mellitus is a prevalent disease that affects Ϸ7% of the U.S. population and a rapidly growing proportion o...