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The maintenance and self-renewal of hematopoietic stem cells (HSC) in culture is a central focus of hematopoietic stem cell research. In vivo, the balance between HSC differentiation, apoptosis, and self-renewal is regulated at the endosteal surface niche in the bone marrow (BM). In feeder-free cultures, the fate of HSC is affected by growth factors/interleukins and serum, which affect the balance between self-renewal, differentiation, and apoptosis and lead to the rapid loss of multipotent HSC. We report that substituting human amniotic fluid (AF) for serum in HSC cultures provides a growth milieu in which HSC differentiation and apoptosis are down-regulated and multipotent HSC are maintained. Murine BM cells were cultured in serum-free medium containing 25% amniotic fluid and stem cell factor (SCF) only, "AF/SCF" cultures. Compared with serum and multiple growth factor-containing medium, cells cultured for 4 weeks in AF/SCF medium displayed downregulation of differentiation markers while maintaining a high fraction of cells expressing Sca1 (51.8%) and c-kit (10.2%). Reconstitution of lethally irradiated C57BL/6 (Ly5.2) mice with cultured Ly5.1 BM cells resulted in high levels of (cultured) donor cells in primary (78 ± 19.4% and 94.32 ± 2.5%, 10⁵ and 10⁶ cells injected, respectively) and secondary (96.5%) recipients at 8 and 11 months post-transplantation. Hence, long-term repopulation with AF/SCF cultured BM cells was maintained. Addition to the cultures of 10% serum, interleukin (IL)-3, IL-6, granulocyte colony stimulating factor (G-CSF), or granulocyte-macrophage colony stimulating factor (GM-CSF), singly or in combination, resulted in rapid differentiation and apoptosis, leading to the total loss of HSC.