ABSTRACT. We previously established a serum-free hormone-supplemented medium for the induction of adipocyte differentiation of 3T3-L1 cells (Gamou, S. and N. Shimizu. in "Growth and Differentiation of Cells in Defined Environment", H. Murakami et al., ed., Kodansha/Springer-Verlag, pp. 173-178, 1985). Under those conditions the stage of the cell's commitment to adipocyte differentiation was separated from the stage of expression of the adipocyte phenotype. In the current study, the relationship between cell division of the growth-arrested 3T3-L1 cells and their entry into the differentiation program was examined by autoradiography at the individual cell level. It was found that cells treated with the inducers dexamethasone and 1-methyl-3-isobutylxanthine went through DNA synthesis (S phase) prior to lipid accumulation and that insulin enhanced this differentiation process. Under these serum-free hormone-supplemented conditions, the tumor promoter dihydroteleocidin B was found to be a strong inhibitor of adipocyte differentiation.A variant line of mouse Swiss/3T3 fibroblasts, 3T3-L1, is capable of differentiating into adipocytes (7). This differentiation can be synchronously induced at a high frequency by treating growth-arrested 3T3-L1 cells with dexamethasone (DEX) and 1-methyl-3-isobutylxanthine (MIX) (14). It has been shown that the growth arrest at a certain stage of the cell cycle plays an important role in the induction of cellular differentiation (6, 10, 16), and various factors appear to be involved in this process (2,8,9,12).We previously developed serum-free hormone-supplemented conditions under which the stage of the cells' commitment to adipocyte differentiation (Gc) can be separated from the stage of expression of the adipocyte phenotype (Gd) (6). The cells which were exposed to the inducers DEX and MIX for 48 h in medium lacking growth-promoting activity did not differentiate, but they did exhibit the adipocyte differentiation if serum was included in the medium during the expression stage. Thus, in 3T3-L1 cells, the commitment to differentiation seems to be elicited by the inducers without the cells going through the cell division cycle. However, DNA