We undertook this study to characterize changes in the proliferative capacities, chondrogenic phenotypes, and gene expression profiles of human synovium-derived progenitor cells from osteoarthritic patients during in vitro expansion. Cells isolated from osteoarthritic synovia were cultured, and growth rates during serial passages were evaluated. Surface molecule expressions were determined by flow cytometry and cytogenetic analyses were performed. After chondrogenic differentiation in cell pellets, we evaluated type II collagen and glycosaminoglycan (GAG) synthesis. To assess whether the in vitro expansion of synovium-derived cells affects gene expression, we performed microarray analyses on cells at passage 0, 1, 2, 4, 6, and 8. Synovium-derived cells were rapidly expanded in vitro through passage 8 (about 130 days), and after passage 6, the proliferation rates decreased slightly with a wide range of individual variations. The expressions of CD166, CD49a, and CD106 decreased, whereas those of CD10, CD29, CD44, CD73, CD90, and CD105 showed no significant change. Karyotype analysis revealed no evidence of chromosome abnormalities. The staining of type II collagen and GAG in differentiated cell pellets showed rapid weakening. Genome-wide microarray analysis showed that synovium-derived cells from late passages over-expressed genes associated with cell cycle prolongation and cell aging, and less-expressed genes associated with cell growth stimulation. The in vitro expansion of synovium-derived cells was accompanied with decreased proliferative capacity and the chondrogenic phenotype, which might be modulated by change in gene expression patterns. ß