HC-11 mammary epithelial cells which originate from midpregnant BALB/c mice are able to differentiate in culture after epidermal (EGF) or basic fibroblast (FGF) growth factor pretreatment followed by lactogenic hormone stimulation (Dexamethasone, Insulin, and Prolactin - DIP). In our study, HC-11 cells exhibited specific vitamin D3 receptors (VDR) determined by Northern analysis or flow cytometry and responded to 10 nM vitamin D3 treatment displaying strong growth inhibition, arrest in G0/G1 phase without evidence of apoptosis, and VDR mRNA reduction, although the percentage of cells expressing VDR protein remained unchanged. In an attempt to verify if there was a correlation between the growth state of the cells and VDR levels, we have examined the effects of growth modulators such as EGF/bFGF and confluency and transformation by Ha-ras. A down-regulation of VDR expression was observed after Ha-ras transformation of HC-11 cells which desensitized the cells to the growth inhibitory effects of vitamin D3. EGF or bFGF decreased VDR in parental cells and EGF antagonized the antiproliferative activity of vitamin D3. As well, transition from proliferating to confluent state significantly reduced VDR levels only in parental cells. DIP-induced HC-11 cell differentiation (monitored by beta-casein transcripts), although leading to cell cycle arrest, increased VDR mRNA content, which seems to be rather related to lactogenic hormone induction than to differentiation itself. In fact, DIP-stimulated HC-11 cells in the absence of EGF pretreatment, or DIP-treated HC-11ras cultures, also displayed up-regulated VDR level even in the absence of differentiation. Concluding, mammary VDR levels might be regulated by growth modulating agents, by physiological conditions of the gland, and by the ras-mediated malignant transformation.