Using Ginseng saponins (crude saponin and total saponin) and ginsenoside Rbl Rb2, Rc, Rd, Re, Rhl, and Rh2 in this study, we have examined the effects of the compounds on the induction of differentiation in normal rat mammary epithelial cells and 7,12-dimethylbenz[a]anthracene (DMBA)-induced mammary tumor cells in culture. When normal rat mammary organoids were cultured in 100-mm culture plates in the presence or absence of ginseng saponins, there were four different cell colonies after two weeks in culture: cobble stone, spindle, honey comb, and senescence type colonies. Ginseng saponins showed different effects on the development of each colonies. Scrape-loading dye transfer tech-nique was performed to measure the effects of total saponin, Rhl, and Rh2 on intercellular junctional communication. Intercellular communication was not observed at short cultilral time, e.g., four or seven days, but when it cultured it up to two weeks, cell to cell communication was observed in saponin-treated cells. Reconstituted basement membrane, Matrigel, supported the growth and development several different multicellular structures from normal mammary organoids (e.g., ductal, webbed, stellate, and squamous colonies) or DMBA-induced mammary tumor (e.g., alveolar unit, foamy alveolar unit, squamous metaplasia, lobule-ductal, stellate, and webbed colony). In ginseng saponin-treated groups, webbed colonies were more and squamous colonies were less than control group. Moreover, the ductal colonies, marker tructure of well-differentiate mammary epithelial cells, were developed more in saponin-treated group than in control group. In conclusion, ginseng saponins affected on the differentiation of normal rat mammary epithelial cells and DMBA-induced mammary tumor cells in culture.