The lack of adequate donor organs is a major limitation to the successful widespread use of liver transplantation for numerous human hepatic diseases. A desirable alternative therapeutic option is hepatocyte transplantation (HT), but this approach is similarly restricted by a shortage of donor cells and by immunological barriers. Therefore, in vivo expansion of tolerized transplanted cells is emerging as a novel and clinically relevant potential alternative cellular therapy. Toward this aim, in the present study we established a new mouse model that combines HT with prior bone marrow transplantation (BMT). Donor hepatocytes were derived from human alpha(1)-antitrypsin (hAAT) transgenic mice of the FVB strain. Serial serum enzyme-linked immunosorbent assays for hAAT protein were used to monitor hepatocyte engraftment and expansion. In control recipient mice lacking BMT, we observed long-term yet modest hepatocyte engraftment. In contrast, animals undergoing additional syngeneic BMT prior to HT showed a 3-to 5-fold increase in serum hAAT levels after 24 weeks. Moreover, complete liver repopulation was observed in hepatocyte-transplanted Balb/C mice that had been transplanted with allogeneic FVB-derived bone marrow. These findings were validated by a comparison of hAAT levels between donor and recipient mice and by hAAT-specific immunostaining. Taken T o date, orthotopic liver transplantation remains the only therapeutic option for many acute and chronic end-stage liver diseases. However, donor organs are limited and can be used to treat only one patient at a time. Thus, great efforts are underway to explore new strategies for parenchymal liver cell replacement. Hepatocyte transplantation (HT) is currently the most promising option as hepatocytes have been proven to possess tremendous in vivo expansion capability, require little pretransplant manipulation, and may permit the distribution of cells from a single donor organ to multiple recipients. However, because of technical restraints, only a limited number of hepatocytes can be transplanted at a time; moreover, donor cells may be subject to immune surveillance. This raises an urgent need to develop novel strategies to induce tolerance and to select donor cells for in vivo expansion.Recent studies in the field of HT have concentrated on animal models for liver repopulation and on the determination of intrinsic factors driving the in vivo expansion of