1alpha,25-Dihydroxyvitamin D(3) (1,25(OH)(2)D(3)) inhibits the growth of numerous cancer cell types. The intracellular proteins that mediate 1,25(OH)(2)D(3)-induced growth inhibition are poorly defined, although it is speculated that p21 and p27 are involved. We tested the requirement of p21 and p27 by treating primary wild-type, p21(-/-), and p27(-/-) mouse embryonic fibroblasts (MEFs) with 100 nm 1,25(OH)(2)D(3). In response to treatment, the wild-type and p21(-/-) MEFs exhibited 54 and 60% growth inhibition (p < 0.05), respectively, whereas the growth of p27(-/-) MEFs was unaffected. Western analyses indicated that p27 expression is induced by 1,25(OH)(2)D(3) treatment in wild-type and p21(-/-) MEFs. p21 expression is also induced by 1,25(OH)(2)D(3) treatment in wild-type and p27(-/-) MEFs, although the effect is less robust than for p27. Next, we spontaneously immortalized each MEF strain, which resulted in a gain of responsiveness to 1,25(OH)(2)D(3) by the p27(-/-) MEFs, as exhibited by 87% growth inhibition (p < 0.05). Both wild-type and p21(-/-) MEFs retained responsiveness (43 and 72% growth inhibition (p < 0.05), respectively). These data from primary and immortalized MEFs demonstrate that there are both p27-dependent and -independent pathways that mediate the antiproliferative action of 1,25(OH)(2)D(3).