Tracheal organ cultures and isolated tracheal epithelial cells are frequently used to study effects of carcinogens and retinoids on both proliferation and differentiation of respiratory tract epithelial cells. For each of these in vitro models, optimal culture conditions have been established, varying in type of culture medium and composition of growth factor and hormone supplementation, which by themselves may influence cellular proliferation and differentiation. In this study, we investigated the influence of medium composition and growth factor supplementation on the effect of benzo[a]pyrene (B[a]P) and vitamin A on cellular proliferation and differentiation in hamster tracheal epithelium in organ culture. In tracheae cultured in Ham's F12 medium, cell proliferation was decreased by B[a]P relative to untreated controls, whereas vitamin A in combination with B[a]P increased cell proliferation compared with that in tracheae treated with B[a]P alone. The effects in tracheae cultured in CMRL-1066 medium were just the opposite: B[a]P increased cell proliferation and vitamin A decreased B[a]P-induced proliferation. To explain this difference in cell proliferation, the effects of various growth factors (epidermal growth factor and transferrin) and medium components (nucleotides, NAD+/NADP and CaCl2.2H2O) on B[a]P and vitamin A-induced cell proliferation were investigated. The main factor responsible for the different effects on cell proliferation appeared to be the concentration of Ca2+ in the culture medium; addition of CaCl2.2H2O to Ham's F12 medium resulted in effects of B[a]P and vitamin A on cell proliferation comparable with those observed in tracheae cultured in CMRL-1066 medium. These results clearly show that the composition of the culture medium, and particularly the concentration of Ca2+, strongly influences the effect of vitamin A and B[a]P on cell proliferation in hamster tracheal epithelium in organ culture.