Retinoic acid (RA) and 1,25-dihydroxyvitamin D3 (1,25 (OH)2 D3) inhibited adipocyte differentiation of 3T3-L1 preadipocytes in the presence of thiazolidinedione, a specific ligand for peroxisome proliferator-activated receptory (PPARgamma). These fat-soluble vitamins repressed the up-regulated protein expression of PPARgamma2 during the first 40 hours of initiation of 3T3-L1 preadipocyte differentiation. Compared with RA, 1,25 (OH)2 D3 inhibited PPARgamma2 expression more effectively and caused concomitantly a greater inhibition of adipocyte differentiation. These results suggest that the inhibitory action of adipocyte differentiation by RA or 1,25 (OH)2 D3 is exhibited through direct repression of the expression of PPARgamma2 protein, even in the presence of its ligand. They also raise the intriguing possibility that attenuation or amplification of the pharmacological effects of thiazolidinedione that are dependent on PPARgamma in adipose cells is caused by alteration of the levels of these fat-soluble vitamins.