Retinoic acid (RA), bromodeoxyuridine (BrdU), and the Delta 205 mutant polyoma middle T antigen affect the expression of a common ensemble of proteins in HL-60 human myeloblastic leukemia cells. Each of these agents is known to be able to prime HL-60 cells and accelerate subsequently induced myeloid or monocytic differentiation and G0 cell cycle arrest, suggesting that they have equal or identical cellular targets relevant to the early stages of inducing cell differentiation and G0 arrest. As a test of this possibility, a survey of protein expression changes induced by RA, BrdU, or Delta 205 transfection was performed. Retinoic acid induced numerous changes within h. Bromodeoxyuridine caused larger numbers of changes, whereas Delta 205 caused a more limited number. Among the hundreds of affected proteins detected, there were comparable numbers of up- or downregulated proteins. A small number changed between undetectable and detectable expression. The affected proteins were not restricted to a single functional class and included transcription factors, receptors, signaling molecules, cytoskeletal molecules, and effectors of various cellular processes such as deoxyribonucleic acid replication, transcription, and translation. The intersect of the sets of proteins affected by RA, BrdU, and Delta 205 was identified to determine if these agents regulated a common subset of proteins. This ensemble contained the commonly upregulated proteins AF6, ABP-280, ENC-1, ESE 1, MAP2B, NTF2, casein kinase, IRF1, SRPK2, Rb2, RhoGDI, P47phox, CD45, PKR, and SIIIp15. The commonly downregulated proteins were SHC, katanin, flotillin-2/ESA, EB 1, p43/EMAPIIprecursor, Jab1, FNK. The composition of the ensemble suggested three apparent themes for cellular processes that were affected early. The themes reflected the ultimate fate of the treated precursor cells as a mature myeloid cell, namely a cell whose hallmarks are (1) motility to migrate to a target and phagocytize it, (2) inducible oxidative metabolism to reduce the target with superoxide from a respiratory burst, and (3) biosynthetic slow down consistent with conversion from cell proliferation to quiescence. Interestingly, RA appears to induce aspects of an interferon-like response of potential significance as part of a biosynthetic slow down leading to cell cycle arrest. In conclusion, three biologically disparate ways to prime cells to differentiate were used to filter out a small ensemble of commonly regulated proteins that group as either microtubule associated, oxidative metabolism machinery, or effectors of cellular responses to interferon.