The Waf1/Cip1 protein induces cell cycle arrest through inhibition of the activity of cyclin-dependent kinases and proliferating cell nuclear antigen. Expression of the WAF1/CIP1 gene is induced in a p53-dependent manner in response to DNA damage but can also be induced in the absence of p53 by agents such as growth factors, phorbol esters, and okadaic acid. WAF1/CIP1 expression in U937 human leukemic cells is induced by both phorbol ester, a protein kinase C activator, and by okadaic acid, an inhibitor of phosphatases 1 and 2A. Both of these agents induce the differentiation of these leukemic cells toward macrophages. We demonstrate that phorbol esters and okadaic acid stimulate transcription from the WAF1/CIP1 promoter in U937 cells. This transcription is mediated by a region of the promoter between ؊154 and ؉16, which contains two binding sites for the transcription factor Sp1. Deletion or mutation of these Sp1 sites reduces WAF1/CIP1 promoter response to phorbol ester and okadaic acid, while a reporter gene under the control of a promoter containing only multiple Sp1 binding sites and a TATA box is induced by phorbol ester and okadaic acid. The WAF1/ CIP1 promoter is also highly induced by exogenous Sp1 in the Sp1-deficient Drosophila Schnieder SL 2 cell line. These results suggest that phorbol ester and okadaic acid activate transcription of the WAF1/CIP1 promoter through a complex of proteins that includes Sp1 and basal transcription factors.Treatment of the human myeloid leukemic cell line U937 with phorbol esters such as phorbol myristate acetate (PMA), 1 an activator of protein kinase C, leads to macrophage/monocyte-like differentiation over a 72-h period (1, 2). This process involves changes in cell-substrate adherence, growth arrest in late G 1 , and increased expression of monocyte markers (3, 4). Similarly, treatment of U937 cells with okadaic acid, a natural product isolated from the black sponge and a potent inhibitor of protein phosphatases 1 and 2A, also induces differentiation of these cells (5), cell cycle arrest, and eventual (72-h) apoptosis (6). Both PMA and okadaic acid induce expression of the cyclindependent kinase inhibitor, WAF1/CIP1 (7,8).WAF1/CIP1 expression is induced by the p53 protein following irradiation of cells (9, 10), but p53-independent expression of WAF1/CIP1 is associated with differentiation of myocytes (11, 12), of HL 60 leukemic cells (13), and of a number of other cells. WAF1/CIP1 is expressed in a number of tissues over the course of murine development, and expression in most tissues is not dependent on the presence of p53 (14). p53-independent expression of the WAF1/CIP1 gene can be induced in cultured cells by a number of agents, including, besides PMA and okadaic acid, platelet-derived growth factor, fibroblast growth factor, and transforming growth factor  (15, 16). Preliminary analysis of the WAF1/CIP1 promoter suggests that the elements mediating response to serum in fibroblasts are located at least 1.9 kb upstream from the transcription start site (14), while...