To test the role of basement membrane in differentiation of human epidermis reconstituted on human dermis, we prepared dermis with and without basement membrane and cultured epidermal cells on these two dermal substrata. The absence of basement membrane components was confirmed by immunofluorescence staining for laminin and type IV collagen and by electron microscopy. A high degree of differentiation of reconstituted epidermis did not require basement membrane as shown by the development of basal, spinous, and granular cell layers, and synthesis of 58 and 65-67 kDa keratins when epidermis was attached directly to dermis. On the other hand, we found that the basement membrane regulated the adhesive interaction between the epidermis and dermis. On dermis with basement membrane, attached epidermal cells formed hemidesmosomes and mechanically stable bonding. In the absence of basement membrane, the epidermal cells did not form hemidesmosomes, and bonding between the epidermis and dermis was unstable. Moreover, dermis from which the basement membrane was removed was reorganized by the epidermal cell layer.