In order to study how human papillomaviruses (HPVs) can alter normal epithelial cell differentiation, we looked at the response to retinoic acid (RA) of HPV-immortalized keratinocytes grown on organotypic cultures. Ten- to 30-fold higher concentrations of RA were required to block terminal differentiation in these cultures when compared to organotypic cultures of control cells. This resistance to RA was associated with maintained expression of differentiation-specific markers and, for keratin K1, Northern analysis showed that K1 mRNA was also detectable at 30-fold higher concentrations of RA in HPV organotypic cultures when compared to controls. These differences were reproducible and characteristic of all HPV cell lines studied, including very early passage HPV16-containing cell lines, suggesting that expression of HPV genes leads to this phenotype. Expression of epithelia-specific components of the RA response pathway was also studied by Northern analysis. At all RA concentrations, there were no detectable differences in overall levels of retinoic acid receptor gamma or cytosolic RA-binding protein II mRNA found. Retinoid X receptor alpha expression was also evaluated, and, in two of three HPV-immortalized cell lines, it was found to be 2 to 3 times as abundant as in controls. Although this difference in retinoid X receptor alpha expression could contribute to RA resistance, the mechanism involved in producing this resistance could not be fully elucidated in these studies. However, resistance to the effects of RA on epithelial differentiation is demonstrated in organotypic cultures of HPV-containing cells, and it is shown that this is associated with maintenance of RNA and protein expression of differentiation-associated genes at abnormally high concentrations of RA.