In this study We examined the interplay between serum, leukemia inhibitory factor (LIF), retinoic acid, and dibutyrl cyclic adenosine monophosphate (dbcAMP) in affecting IOUD2 embryonic stem cell self-renewal and differentiation as assessed by Oct4 expression, and cell proliferation as measured by total cell protein. Removal of LIF, reduced levels of fetal calf serum (FCS), and addition of retinoic acid all induced embryonic stem cell differentiation as measured by reduced Oct4 expression. Lower levels of retinoic acid (0.1-10 nM) promoted the formation of epithelial-like cells, whereas higher levels (1.00-1.0,000 nM) favored differentiation into fibroblastic-like cells. The effects of dbcAMP varied with the presence or absence of FCS and LIF and the concentration of dbcAMP. In FCS-containing media, a low level of dbcAMP (100 mu M) increased self-renewal in the absence of LIF. but it had no effect in its presence. In contrast, at higher concentrations (1000 mu M dbcAMP), regardless of LIF, differentiation was promoted. A similar effect of dbeAMP was seen in the presence of retinoic acid. In media without FCS but with serum replacement supplements, there was no effect of dbcAMP. This study shows that the Oct4 expression system of IOUD2 cells provides a novel, simple method for quantifying cellular differentiation.