The retinoblastoma protein (pRb) functions as a negative regulator of the cell cycle and is essential to maintain certain cell types in a post-mitotic state during terminal differentiation. In the ocular lens, inactivation of this protein is sufficient to cause lens fiber cells, which are normally post-mitotic, to enter the cell cycle. The current studies address whether regulation of the cell cycle during lens fiber differentiation in normal lenses or in lenses in which pRB has been inactivated is accompanied by changes in expression of cyclin and cyclin-dependent kinase genes. In the normal lens, our experiments using in-situ hybridization reveal that the expression of cyclin A, cyclin B1, cdc2 and cdk2 is restricted to the proliferative epithelial cells, with no expression in the differentiating fiber cells. Cyclins D1 and D2 and cdk4 show a less restrictive pattern and are expressed in some of the post-mitotic cells. Lenses from RB-deficient embryos, in contrast, show inappropriate expression in the fiber cells of cyclins A, B1 and E, as well as cdc2 and cdk2. The lens fiber cells in these embryos express protein markers for differentiation, such as beta- and gamma-crystallins, even though the cells do not withdraw from the cell cycle. These results indicate that the regulated expression of multiple cell cycle regulatory genes during lens fiber cell differentiation requires the presence of pRb.