Small coelomic epithelial cells of the starfish Asterias rubens L. that are able to proliferate in vivo and in vitro. Echinoderms, due to their outstanding potential for regeneration, are widely used as experimental models for research in regenerative biology. One of the main problems in this field concerns identification and characterization of cells responsible for the restoration of lost body parts and organs in adult animals. In this study, we analyze the probable candidates for this role in the starfish Asterias rubens L., namely, small coelomic epithelial cells with a high nuclear-cytoplasmic ratio that have the ability to proliferate. These cells are one of several cell types common to the coelomic epithelium (CE) and coelomic fluid (CF). They are analyzed with respect to morphology, proportion in the total cell pool, dynamics after injury and distribution between CE and CF. The results of whole-mount and scanning electron microscopy provide evidence that these small cells occupy a boundary position between CE and CF. Moreover, a novel subpopulation of CE cells is identified that is enriched (up to 50 %) with small epitheliocytes capable of migrating from CE into the CF. As shown in experiments with BrdU incorporation and anti-phospho-histone H3 antibody staining, small epitheliocytes cultured on laminin retain proliferative activity for at least 1 month and can form colony-like aggregates. Two types of small proliferating cells are distinguished by their behavior in culture: some cells remain attached to the substrate and form aggregates, while others detach from the substrate during culturing. The morphology of small epitheliocytes, their proliferative activity in vivo and in vitro and the ability to migrate suggest that they possess certain properties characteristic of stem cells.