Differentiation of NK cells is bone marrow dependent. Although all the factors necessary for NK differentiation are yet to be fully characterized, IL-15 has emerged as the most likely candidate that drives terminal differentiation of NK cells. Other cytokines are needed for the expansion and maintenance of the progenitor population. Although the in vivo role for IL-15 cannot be established without the generation of either IL-15 or IL-15R alpha deficient mice, in vitro data suggests that it is responsible for the generation of lytic, NK1.1+ cells from immature progenitors. So far, it has not been possible to obtain Ly-49+ cells from marrow or fetal-derived progenitor cells in vitro. Stromal cells along with cytokines may be necessary to induce expression of Ly-49 on NK1.1+ cells. Expression of the NK receptors seems to be a sequential process with expression of IL-2/15R beta on progenitor cells occurring first followed by the expression of NK1.1 and then probably Ly-49. The same sequence seems to hold true in vivo as well, Ly-49 surface expression on splenic NK1.1+ cells is first detected 4-6 days after birth, and the frequency of cells expressing Ly-49 receptors reaches adult levels by days 20-24. Despite the lack of expression of Ly-49 receptors by fetal NK1.1+ as well as bone marrow derived NK1.1+ cells, they are able to distinguish between MHC class Ihi and class Ilo targets. This suggests that these NK1.1+Ly-49- cells express non-Ly-49 class I receptors. Efforts in the future need to be focused on elements responsible for the expression of Ly49 on these NK1.1+ cells in order to establish an in vitro system in which establishment of the Ly-49 repertoire can be studied.