The Wnts are a family of genes with a role in cell fate and morphological development in numerous embryonic and adult tissues. In mouse mammary tissue a subset of the Wnts have a function in the normal development of the gland, and aberrant expression of Wnts normally silent in this tissue causes mammary carcinomas. We have previously shown that Wnt5a expression is elevated in the epithelial component of proliferative lesions of human breast and have therefore examined the regulation of Wnt5a mRNA expression in the human mammary epithelial cell line HB2, which has a luminal phenotype and thus represents the most commonly transformed cell type in human breast cancer. Wnt5a was up-regulated 30-fold at confluence. This up-regulation was induced specifically by confluence and not by the growth arrest that accompanied it. In addition, Wnt5a was down-regulated 3-fold by changes in cell shape associated with the transition from growth on a two-dimensional surface (flat cell morphology) to growth in three-dimensional gels (spherical cell morphology). Cytoskeletal disruption with non-toxic doses of colchicine also induced a spherical morphology and brought about a dose-dependent down-regulation of Wnt5a. Wnt5a was also down-regulated 10-fold during the hepatocyte growth factor-induced branching of HB2 cell aggregates in collagen gels. The down-regulation of Wnt5a preceded the branching process. A similar result was obtained with primary human breast epithelial populations and the breast cancer cell line MDA468. We conclude that regulation of Wnt5a expression is a down-stream effect of signaling by hepatocyte growth factor. These results are consistent with a role for Wnt5a in mammary epithelial cell motility and are in accord with Xwnt5a's function in embryonal cell migration. If Wnt5a's function in human mammary epithelial cells is similar to that of Xwnt5a, its up-regulation at confluence may be a mechanism for inhibition of cell migration beyond confluence.