The final development of specializations by brain capillary endothelial cells, which characterize them as distinct from non-central nervous system (CNS) endothelium, is thought to be controlled by astrocyte-derived factors produced locally within the CNS. One specialization, the complex intercellular tight junction, which is unique to these cells and a major component of the blood-brain barrier, is controlled by an astrocyte-derived factor(s) and a "competent' extracellular matrix (Arthur et al., 1987). In order to test whether these factors can also trigger development of brain endothelium-like tight junctions in non-CNS microvessel endothelial cells, passaged bovine aorta and pulmonary artery endothelial cells were cultured in either 50% astrocyte-conditioned medium and 50% alpha-MEM, or in alpha-MEM alone (control). Only endothelial cells maintained in conditioned medium exhibited ultrastructural features indicative of synthesis and plasma membrane-insertion of junction components (Shivers et al., 1985). No assembled tight junctions were seen in these cells. Endothelial cells plated onto coverslips coated with ECM (Cedarlane Labs., Hornby, Ont.) and maintained in astrocyte-conditioned medium, displayed large, complex tight junctions and extraordinarily large gap junctions. Cells plated onto plastic or fibronectin-coated substrates possessed no tight or gap junctions. Results of this study show that CNS astrocytes produce a soluble factor(s) that promotes synthesis and insertion of tight junction components in non-CNS endothelial cells. Moreover, an intact, endothelial-derived extracellular matrix is required for assembly of tight junctions to complete development of this brain capillary-like specialization. This study confirms the notions that: a) the final fine-tuning of cell differentiation is under local control, and b) that endothelial cells in general do not express their final destination-specific differentiated features until those features are induced by local environment-produced conditions.