Embryonic Stem (ES) are pluripotent cells derived from the inner cell mass of blastocysts. ES cells differentiate in vitro into all kind of cells and the development of endothelial and hematopoietic cells from mouse ES cells has been especially established. As such, the in vitro differentiation of ES cells provides a powerful experimental model to study and determine the role of specific genes in the development of the hematopoietic system. Using this approach we have demonstrated the critical function of the transcription factor AML1/Runx1 at the onset of hematopoietic development (Blood 100:458-466, 2002; Blood 103:886-889, 2004). In this chapter, we will describe our protocols and methods for the culture of healthy ES cells, their effective differentiation toward hematopoiesis, and the quantitative analysis of their hematopoietic potential by replating or gene expression analyses.