In this study, the role of specific molecular alterations associated with multistep skin carcinogenesis was assessed using in vitro organotypic cultures of the spontaneously immortalized, nontumorigenic HaCaT keratinocyte cell line. HaCaT vector control clones and clones expressing bcl-2, activated Ha-ras, or both genes were generated. Clones were induced to stratify and differentiate by culturing on dermal equivalents for 2 wk at the air-medium interface. In parental and vector control HaCaT rafts the expression and distribution of cytokeratin K1, K14, involucrin, proliferating cell nuclear antigen, and p21cip1/waf1 were assessed using immunohistochemistry and immunoblotting and were similar to normal epidermis. Apoptosis was also examined using the TUNEL technique. HaCaT-bcl-2 rafts were similar to control rafts but exhibited lower spontaneous rates of apoptosis and a moderate increase in the rate of proliferation. Differentiation was significantly inhibited in HaCaT-ras organotypic cultures and was associated with high rates of proliferation and lower rates of spontaneous apoptosis. Additionally, HaCaT-ras rafts exhibited significantly higher rates of apoptosis following ultraviolet irradiation compared with vector control or HaCaT-bcl-2 rafts. Bcl-2 was able to largely restore normal differentiation, proliferation, and apoptosis in HaCaT-ras/bcl-2 organotypic cultures. Bcl-2 also abrogated apoptosis induction following ultraviolet irradiation in HaCaT-ras/bcl-2 organotypic cultures. Organotypic keratinocyte culture represents a valuable in vitro system to evaluate the impact of individual molecular genetic alterations on the coordinate regulation of cell proliferation, differentiation, and cell death.