Terminal differentiation requires cell cycle withdrawal, suggesting the involvement of negative cell cycle controllers in the process. We have analysed the involvement of the retinoblastoma family of proteins (pRb, p107 and p130) in epidermal proliferation and differentiation. These proteins play key roles as inhibitors of cell cycle progression and are involved in muscle and neuron differentiation. We found that during in vitro differentiation of human HaCaT keratinocytes, pRb, p107 and p130 are sequentially expressed, in contrast to the co-expression observed during cell cycle progression in the same cells. Immunofluorescence studies on skin sections revealed the presence of pRb and p107 in basal and suprabasal cell layers, whilst p130 is restricted to cells already committed to differentiation in the suprabasal compartments. To explore the functional significance of the differential expression of these proteins, transfection experiments were performed in HaCaT keratinocytes. We observed that the forced over-expression of pRb, p107 or p130 individually did not induce differentiation of the transfected cells. However, the co-transfection of pRb and p107 induced the expression of early differentiation markers (keratin k10) and triple transfectants pRb+p107+p130 expressed markers representative of later stages of epidermal differentiation (involucrin). Finally, we observed that these three proteins repress keratinocyte proliferation, although to a different extent (p107>pRb> or =p130). These results indicate that the members of the pRb family play specific, yet coordinated roles during epidermal differentiation, and that the ordered progression along the different stages of this process results from the effects of different combinations of these proteins.