Conditioned medium from cultured peritoneal macrophages that have phagocytosed a myelin membrane fraction is mitogenic for cultured Schwann cells. Production of the mitogenic supernatant was time-and dose-dependent with a maximal Schwann cell-proliferative response from supernatants after 48-hr incubation of cultured macrophages with myelin-enriched fraction (200 ,ug of protein per ml). The response was specific for myelin membrane: supernatants derived from macrophages incubated with axolemma, liver microsomes, polystyrene beads, or lipopolysaccharide were not mitogenic. Lysosomal processing of the myelin membrane was necessary for the production of the mitogenic factor, which was shown to be heat labile and trypsin sensitive. There was no species specificity because myelin membranes isolated from the central and peripheral nervous systems of rat, bovine, and human were equally potent in eliciting mitogenic supernatant. However, supernatants derived from central nervous system myelin membranes were two to three times more mitogenic than those obtained from peripheral nervous system fractions of the same species. Previous observations that myelin is mitogenic for cultured Schwann cells may, in part, involve the intermediate processing of myelin by macrophages that are present in Schwann cell cultures. These results suggest that macrophages play a crucial role in Schwann cell proliferation during Wallerian degeneration.The source of the mitogenic signal for Schwann cell division during Wallerian degeneration is not clear. Removal of myelin sheaths accompanying Wallerian degeneration has been ascribed to Schwann cells (1, 2) as well as macrophages (3-5). Beuche and Friede (5) observed that Wallerian degeneration proceeding without nonresident phagocytic cells (macrophages) showed no Schwann cell proliferation and no active intracellular digestion of myelin-implying that myelin membranes were removed solely by macrophages after nerve degeneration. This observation also suggests that Schwann cell proliferation is related to myelin removal by macrophages. Salzer and Bunge (6) using dorsal root ganglion explant cultures showed that only myelin-related Schwann cells proliferate after axotomy. In contrast, however, in vivo studies by Pellegrino et al. (7) (9). The presence of macrophages in our Schwann cell cultures and the possible involvement of macrophages in removal of myelin debris during Wallerian degeneration (10) prompted us to study the role of macrophages in mediating mitogenicity of myelin for cultured Schwann cells. Using rat peritoneal macrophages, we have shown that macrophages stimulated with MEF produce a soluble factor(s) mitogenic for cultured Schwann cells. Production of the soluble mitogenic factor shows a time-and dose-dependent response. Other membrane fractions or nonspecific agents do not stimulate macrophages to produce a mitogenic-conditioned medium. The myelin membrane undergoes lysosomal processing in the macrophage before mitogenic factor is produced. Sensitivity of the mitogenic sup...