To study the alteration of the cell cycle during the differentiation of human myeloid leukemia cell line HL-60 induced with all trans-retinoic acid (RA), the flow cytometry was used to assay the various phases of cell cycle in HL-60 cells treated with RA. The results showed: (1) S + G(2)/M phase proportion kept relative invariability during the 48 hours incubation of HL-60 cells with RA, however, the proportion alteration of S-phase cells was associated with the RA concentrations. At 10(-6) mol/L RA, the proportion of S-phase cells appeared a temporarily increasing peak followed by persistent decrease of S-phase proportion. At 10(-5) mol/L RA, S-phase cell proportion only appeared the persistent decreasing tendency. (2) Re-culture of HL-60 cells without RA showed the decrease of S + G(2)/M and S-phase cells was associated with the increase of differentiated cells, but not all HL-60 cells were triggered into differentiation at the same time. Once the cells start to differentiate, even if there is no RA presence, the HL-60 cells were still differentiated until maturation. In conclusion, HL-60 cells are able to differentate and maturate after exposure to RA for a period of time. S-phase proportion is related to the concentrations of RA. Once the cells start to differentiate, even if there is no RA presence, the HL-60 cells still differentiatiated until maturation.