Abstract. We report here that all trans-retinoic acid (RA), a classical morphogen, induces apoptosis during the neural differentiation of the embryonic stem cell line P19. The apoptotic cells showed, in addition to DNA cleavage, typical morphological changes including chromatin condensation, nuclear fragmentation, and cytoplasmic vacuolation. These apoptotic changes became obvious by 12 h after the addition of RA. The endogenous expression of bcl-2 in surviving cells was down-regulated during this process, and the compelled expression of bcl-2 by retroviral vectors reduced the number of apoptotic cells. Apoptosis was partially inhibited by adding antisense oligonucleotides against RA receptors (RARs) simultaneously or by transfecting a plasmid vector flanked with a RA-responsive element. Antisense oligonucleotides against retinoid X receptors (RXRs), the receptors for 9 cis-RA, did not inhibit apoptosis indUced by all trans-RA. Cycloheximide and actinomycin D, inhibitors of protein and RNA syntheses, respectively, suppressed apoptosis. No changes were seen in the expression of tumor necrosis factors, their receptors, Fas, FasL, p53, or c-myc, molecules which have been suggested to participate in the apoptotic process. Addition of neurotrophins to the culture medium did not affect apoptosis. These findings suggest that the signals mediated by RARs, the differentiation signals themselves, promote expression of molecules essential for apoptosis. Furthermore, we observed that RA induced apoptosis of cerebral neurons from murine embryos in primary culture, which suggests that RA might participate in cell death which occurs during neural development.OPTOSIS is a biological process which causes programmed cell death during development and may participate in various pathological processes. It is characterized by typical morphological changes including chromatin condensation, nuclear fragmentation, cytoplasmic vacuolation, membrane blebbing and cell shrinkage, as well as by the biochemical marker DNA cleavage. Apoptosis eliminates 20-80% of neurons during development (Hamburger and Oppenheim, 1982;Oppenheim, 1991) but leaves neurons which are indispensable for the function of the nervous system. This process seems essential because unnecessary neurons might disturb the development of neural networks. The apoptotic process is also observed under conditions stressful for neurons such as serum/neurotrophic factor deprivation (Greene and Tischer, Address all correspondence to H. Okazawa,