The transition between cell proliferation and cell differentiation taking place during adipocyte differentiation is a tightly regulated process where both cell cycle regulators and differentiating factors interact, creating a cascade of events leading to the commitment of the cells into the adipocyte phenotype. Based on in-vitro cell models of adipocyte differentiation, the different stages of adipogenesis have been established, each of them with a particular pattern of gene expression. Re-entry into the cell cycle of growth-arrested preadipocytes is known as the clonal expansion phase. Growth-arrested preadipocytes undergo several rounds of cell cycle before terminally differentiating into adipocytes, suggesting that a cross-talk might exist between the cell cycle or the cell proliferation machinery and the factors controlling cell differentiation. I will focus this review on the influence of the proliferative phase of preadipocytes in the adipocyte differentiation process.