Libya's second largest city, Benghazi, has fallen to anti-government forces after a crack army unit defected to the opposition and clashes spread to the capital, Tripoli, residents and news reports say.
The raging uprising against Muammar Gaddafi appears to be seriously threatening the Middle East's longest ruling dictator's 42-year grip on power.
Gaddafi's youngest son, Saif Gadhafi, seemed to acknowledge in a rambling speech on state-run television that Benghazi and the nearby eastern city of Baida were no longer under government control.
"At this moment in time, tanks are driven about by civilians," he said.
"In Baida, you have machine guns right in the middle of the city.
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"Many arms have been stolen," said Saif Gaddafi, who called the insurrection "a plot against Libya."
He appealed for calm, promising to institute democratic reforms.
However, he warned that unless the proposals are accepted, the protesters should "be prepared for civil war."
