MAC-T cells, bovine mammary epithelial cell line, have been utilized to investigate bovine lactation system. A lactogenic phenotype of the cell is generally induced by combination of dexamethasone, insulin and prolactin (PRL). Effect of vitamin A derivative retinoic acid (RA), well reported as an inducer for differentiation in many cells, to MAC-T cell has not been studied. The objective of this study was to confirm effect of differentiation potential by RA treatment in MAC-T cells and to test effect of combination of RA and PRL treatment. In RA or PRL treatment groups, both has induced morphological change to secrete milk of MAC-T cells. Combination of RA and PRL treatment group has presented noticeable lactogenic phenotype among the all group. This phenotype observed at four days after treatment and showed critical morphological change that was rouphly spherical structure at eight days. RA alone treatment showed slightly inhibition of proliferation in the MAC-T cells, but co-treatment with PRL was improved the cell growth more than control group. MTT assay result and Bcl-xL/Bax ratio of mRNA abundance also was entirely consistent with earlier one. RA-induced differentiation of MAC-T cells has increased αs1-casein, αs2-casein and β-casein mRNA expression compared to PRL treatment group. Expression of αs1-casein, αs2-casein and β-casein genes represented the maximum value in the combination of RA and PRL treatment group at four days. The value of each casein gene expression was 4-, 5.5- and 5.9-fold, respectively, as compared with PRL alone treatment in the MAC-T cells. Protein level of β-casein releasing to the medium also induced the highest level at four days. These results provide evidence that RA can induce the differentiation of MAC-T cells and have synergetic effect with PRL.