Osteoclast differentiation factor (ODF) induces differentiation of mouse RAW264 cells to mature osteoclasts. To understand the mechanism controlling a coupling between withdrawal from the cell cycle and differentiation, we examined cell cycle progression and expression profiles of cell cycle regulatory genes at the initial phase in committed cells. ODF rapidly converted the hyperphosphorylated form of the retinoblastoma protein (pRb) into the hypophosphorylated form. The p21 protein was induced by ODF treatment in the same time course with that of dephosphorylation of pRb, followed by a sharp decline. After this period, a delayed entry of the S phase started accompanying the induction of CycD3 and cdk6 in differentiating cells. Hydroxyurea treatment indicated that the S phase entry was a prerequisite for osteoclast formation. Thus, ODF induces pleiotropic effects on cell cycle regulatory genes in RAW264 cells during the initial phase of the differentiation process to osteoclasts.