Although the retinoblastoma protein (pRb) has been implicated in the processes of cellular differentiation, there is no compelling genetic or in vivo evidence that such activities contribute to pRb-mediated tumor suppression. Motivated by cell culture studies suggesting that Ras is a downstream effector of pRb in the control of differentiation, we have examined the tumor and developmental phenotypes of Rb and K-ras double-knockout mice. We find that heterozygosity for K-ras (i) rescued a unique subset of developmental defects that characterize Rb-deficient embryos by affecting differentiation but not proliferation and (ii) significantly enhanced the degree of differentiation of pituitary adenocarcinomas arising in Rb heterozygotes, leading to their prolonged survival. These observations suggest that Rb and K-ras function together in vivo, in the contexts of both embryonic and tumor development, and that the ability to affect differentiation is a major facet of the tumor suppressor function of pRb.Inheritance of a mutated allele of the retinoblastoma gene (Rb) predisposes to familial retinoblastoma, and Rb is also frequently inactivated in sporadic human cancers of diverse histological origins (10). Mice heterozygous for Rb develop pituitary adenocarcinomas and thyroid adenomas (13)(14)(15)44), suggesting that the mouse can be used to understand the pathways through which Rb exerts its tumor suppressor functions. Further, nullizygosity for Rb results in lethality at midgestation, with embryos displaying defects in proliferation and differentiation (5,15,21,47). Thus, the combined analysis of Rb ϩ/Ϫ and Rb Ϫ/Ϫ mice provides an opportunity to dissect the functions of the retinoblastoma protein (pRb) that contribute to its tumor suppressor functions.pRb is best characterized for its role in controlling proliferation; this is accomplished through its regulated interaction with the E2F family of transcription factors (9). The significance of pRb-mediated inhibition of proliferation through E2F has been analyzed in the mouse. Rb Ϫ/Ϫ embryos display cellautonomous deregulated proliferation in tissues such as the central nervous system (CNS) and lens (7,25,45), and compound embryos lacking Rb and E2f1, E2f2, or E2f3 show reduced levels of ectopic DNA replication in these tissues (33,41,49). Mirroring the effects seen during embryonic development, loss of E2f1 or E2f3 significantly reduced the frequency of grossly detectable pituitary tumors (46, 48), suggesting that deregulated proliferation, mediated by E2f, contributes to tumor formation following loss of Rb.Cell culture-based experiments suggest that pRb also participates in several differentiation programs such as adipogenesis (3, 6), osteogenesis (34, 40), and myogenesis (11,27). A role for Rb in skeletal muscle differentiation in the mouse has also been demonstrated (47). The available evidence suggests that pRb regulates differentiation by influencing the activity of a number of differentiation-promoting transcription factors such as MyoD (11,27,28), the glucocort...