It is clear that G1-S phase control is exerted after the mouse embryo implants into the uterus 4.5 days after fertilization (E4.5); null mutants of genes that control cell cycle commitment such as max, rb (retinoblastoma), and dp1 are embryonic lethal after implantation with proliferation phenotypes. But, a number of studies of genes mediating proliferation control in the embryo after fertilization-implantation have yielded confusing results. In order to understand when embryos might first exert G1-S phase regulatory control, we assayed preimplantation mouse embryos for the acquisition of expression of mRNA, protein, and phospho-protein for max, Rb, and DP-1, and for the proliferation-promoting phospho-protein forms of mycC (thr58/ser62) and Rb (ser795). The key findings are that: (1) DP-1 protein was present in the nucleus as early as the four-cell stage onwards, (2) max protein was in the nucleus, suggesting function from the four-cell stage onwards, (3) both mycC and Rb all form protein was present at increasing quantities in the cytoplasm from the 2 cell and 4/8 cell stage, respectively, (4) the phosphorylated form of mycC phospho was present in the nucleus at high levels from the two-cell stage through blastocyst-stage, and (5) the phosphorylated form of Rb was detected at low levels in the two-cell stage embryo and was highly expressed at the 4/8-cell stage through the blastocyst stage. Taken together, these data suggest that activation of mycC phospho/max dimer pairs, (E2F)/DP-1 dimer pairs, and repression of Rb inhibition of cell cycle progression via phosphorylation at ser795 occurs at the earliest stages of embryonic development. In addition, the presence of max, mycC phospho, DP-1, and Rb phospho in the nuclei of embryonic and placental lineage cells in the blastocyst and in trophoblast stem cells suggests that a similar type of cell cycle regulation is present throughout preimplantation development and in both embryonic and extra-embryonic cell lineages.