Epithelial cells in mammary gland explants from mice assume a secretory appearance and synthesize the milk proteins, casein and alpha-lactalbumin, when cultured in the presence of insulin, hydrocortisone and prolactin. In cells from the glands of mature virgin animals such syntheses are known to require DNA synthesis. Addition of cytosine-beta-D-arabinofuranoside to the explant cultures suppresses both hormonally induced DNA synthesis and enhanced production of milk protein. To determine the level at which this block in terminal differentiation occurs, epithelial cell pellets were prepared from virgin mouse mammary gland explants cultured with various combination of insulin, hydrocortisone and prolactin, and subsequently examined by light and electron microscopy. We observed that the epithelial cells cultured in the presence of all three hormones developed fully, cytologically and ultrastructurally, even in the absence of DNA synthesis in vitro. Likewise, these cells were able to incorporate [3H]uridine into RNA efficiently and to incorporate amino acids into acid-precipitable polypeptides at levels equivalent to the untreated controls. However, immunoprecipitation of newly synthesized casein peptides showed that no new synthesis of casein occurred in cells prevented from synthesizing DNA. These data show uncoupling of cytological development and synthesis of milk protein in mammary explants from mature virgin mice inhibited from synthesizing DNA.