Bifidobacteria have been previously shown to stimulate the immune functions and cytokine production in macrophages and T-lymphocytes. Accordingly, the RAW 264.7 murine macrophage cell line was used to assess the effects of Bifidobacterium on the proliferation and cytoskeleton reorganization of the cells. Cytokine production after exposure to Bifidobacterium was also monitored in both whole cells and cell-free extracts. When RAW 264.7 cells were cultured for 24 h in the presence of heat-killed Bifidobacterium bifidum BGN4, the proliferation of macrophages was slowed down in a dose-dependent manner and cell differentiation was observed by staining with the actin-specific fluorescent dye, rhodamin-conjugated phalloidin. Although EL-4 cells, a T-cell line, stimulated RAW 264.7 cells to produce TNF-${alpha}$ and IL-6, the stimulatory activity of B. bifidum BGN4 decreased as the EL-4 cell number increased. When disrupted and fractionated BGN4 was used, the whole cell fraction was more effective than the other fractions for the TNF-${alpha}$ production. In contrast, the cell-free extract exhibited the highest IL-6 production level among the fractions, which was evident even at a $1{mu}g/ml$ concentration. The current results demonstrate that Bifidobacterium induced differentiation of the macrophages from the fast proliferative stage and that the cytokine production was differentially induced by the whole cells and cell-free extracts. The in vitro approaches employed herein are expected to be useful in further characterization of the effects of bifidobacteria with regards to gastrointestinal and systemic immunity.