Cellular spheroids were obtained from mesenchymal stem cells derived from different tissues of 5 to 6 week old embryos: bone marrow (FetMSC) and limb muscle (M FetMSC). The properties of these cells maintained in monolayer (2D cultivation) or spheroids (3D cultivation) were compared. Cellular sphe roids were obtained from monolayer cultures at the sixth passage after decryopreservation and assayed 48 h after their formation. Unlike monolayer cultures, spheroids are heterogeneous cell populations consisted of fibroblast like and epithelioid cells. Two day old spheroids are actively proliferating structures. Cell surface markers were analyzed by flow cytometry. Monolayer culture and cellular spheroids expressed CD44, CD73, CD90, CD105, and HLA ABC common for mesenchymal stem cells (MSCs) and lacked CD34 and HLA DR. However, expression of CD90 and CD105 antigens was significantly lower in spheroids than in mono layer cultures. Expression of transcription factors and surface antigens typical for human embryonic stem cells were analyzed with immunofluorescence and flow cytometry. Expression of Sox 2 and SSEA 4 in 2D and 3D cultures, lack of Oct 4 in 2D cultures, and its increase in 3D cultures were found. Both monolayer cells and spheroids were able to differentiate into osteogenic, chondrogenic, and adipogenic lineages, although monolayer cultures and spheroids differed. Adipogenic differentiation was more active in the cellular spheroids from M FetMSC cells compared to corresponding monolayer cultures. Differences between the 2D and 3D cultures of both lines have been shown by the character of chondrogenic differentiation. As a whole, these findings confirm the MSC status for the cellular spheroids derived from FetMSC and M FetMSC mono layer cultures and attest to their increased differentiation potential compared to monolayer cultures.Abbreviations: ECM-extracellular matrix, MSC-mesenchy mal stem cell, ESC-embryonic stem cell, 2D-two dimen sional culture system, 3D-three dimensional culture system. 432 CELL AND TISSUE BIOLOGY Vol. 9No. 6 2015 KRYLOVA et al.