To study the role of Magnesium in the regulation of cell proliferation we characterized the proliferation behaviour of HC-11 mammary epithelial cells that were grown in media containing low to high Mg concentrations. Cells grown under control conditions (0.5 mM Mg in the medium) or in the presence of high (H) Mg (45 mM) displayed similar log-phases and reached confluence in 72h. In the presence of low (L) Mg (0.025 mM) the cells exhibited a reduced growth rate and did not reach confluence at 72h. Intra cellular total Mg increased from 12 to 36h of culture in all cells examined but returned to basal levels in those cells which reached confluence (i.e., control and H-Mg cells). Intra cellular Mg increased independent of mitosis-induced changes of volume and adenine nucleotides pools but correlated with an increased percentage of cells in the S phase and with total nucleic acid contents. These bell-shaped changes of intra cellular Mg were less evident in L-Mg cells, likely due to a combination of low Mg levels in the medium and decreased growth rate. Changes in membrane potential and pH were important factors that contributed to maintaining intra cellular Mg at physiologic levels in the face of increased or decreased availability of extra cellular Mg. H-Mg cells were depolarised and more acidic than control cells; conversely, L-Mg cells showed a pattern of hyperpolarization and alkalinization. These results lend support to the concept that Mg may be involved in regulating cell proliferation, and show that cells maintain adequate levels of intra cellular Mg, and hence their proliferation potential, even under conditions of extreme changes of extra cellular Mg.