The derivation of definitive endoderm and in particular endocrine cell types from undifferentiated embryonic stem (ES) cells remains difficult to achieve. In this study, we investigated the potential to regulate the differentiation of ES cells into endodermal derivatives using extracellular factors previously associated with various aspects of pancreatic development. Feeder-free–cultured mouse ESD3 cells were manipulated to form embryoid bodies (EBs) in the presence of retinoic acid (RA). RA-treated EBs were subsequently exposed to sodium butyrate (SB), betacellulin (BTC) or activin A (AA). A comparative analysis was performed on these models of directed differentiation in parallel with a model of spontaneous differentiation. Lineage differentiation was determined by profiling multilineage marker transcript expression (neuronal, myogenic, exocrine and endocrine pancreas, extraembryonic and apoptotic) and subsequent protein expression within ES-derived cultures. Using a two-stage differentiation protocol developed during this study, we successfully demonstrated the derivation of an intermediate multipotential population (RA_EBs) from undifferentiated ES cells that preferentially gives rise to pancreatic endocrine insulin-expressing cell types in the presence of SB, and neuronal- and glial-like cell types in the presence of AA or BTC.