This study examines the role of 1alpha,25-dihydroxyvitamin D(3) (1,25(OH)(2)D(3)) and the natural compound, bryostatin-1, on the monocytic differentiation of NB4 acute promyelocytic leukemia cells. We previously showed that 1,25(OH)(2)D(3) primes NB4 cells to mature along the monocyte/macrophage pathway in response to the tumor-promoting phorbol ester, 12-O-tetradecanoylphorbol-13-acetate (TPA). This maturation response involves protein kinase C (PKC) signaling, activation of the transcription factor nuclear factor kappaB (NFkB), and intracellular calcium and calpain activity. The natural compound, bryostatin-1, exhibits some of the effects of TPA but lacks its tumor-promoting nature. 1,25(OH)(2)D(3) treatment followed by bryostatin-1 induces monocytic differentiation of NB4 cells, however,this effect is less pronounced than the combination of 1,25(OH)(2)D(3) and TPA. Maturation is accompanied by decreased proliferation, changes in cellular morphology, increased plastic adherence, and expression of the cell surface marker CD14. Changes in the cell cycle traverse occur before the morphological and biochemical changes associated with differentiation. Within 24 h of bryostatin-1 addition, NB4 cells begin arresting, predominantly in G(1) phase. Changes in the cell cycle traverse were accompanied by changes in the expression of several cell cycle regulatory proteins. Combination 1,25(OH)(2)D(3) and bryostatin-1 treatment, resulted in decreased expression of the cyclin-dependent kinases Cdk2, Cdk1, and Cdk4, of cyclins E and D3, and of the retinoblastoma binding protein (RBBP). Levels of the cyclin-dependent kinase inhibitors p21 and p27 as well as Cyclin D1 were undetectable in NB4 cell lysates, suggesting that they do not participate in the differentiation response or cell cycle control in this model.