Activating transcription factor (ATF) 5 is a transcription factor belonging to the ATF/cAMP-response element-binding protein gene family. We previously reported that ATF5 mRNA expression increased in response to amino acid limitation. The ATF5 gene allows transcription of mRNAs with at least two alternative 5-untranslated regions (5-UTRs), 5-UTR␣ and 5-UTR␤, derived from exon1␣ and exon1␤. 5-UTR␣ contains highly conserved sequences, in which the upstream open reading frames (uORFs) uORF1 and uORF2 are found in many species. This study was designed to investigate the potential role of 5-UTRs in translational control. These 5-UTRs differentially determined translation efficiency from mRNA. The presence of 5-UTR␣ or 5-UTR␤ represses translation from the downstream ATF5 ORF. Moreover, 5-UTR␣-regulated translational repression is released by amino acid limitation or NaAsO 2 exposure. This release was not seen for 5-UTR␤. Mutation of uAUG2 in the uORF2 of 5-UTR␣ restored the basal expression and abolished the positive regulation by amino acid limitation or arsenite exposure. We demonstrated that phosphorylation of eukaryotic initiation factor 2␣ was required for amino acid limitation-induced translational regulation of ATF5. Furthermore, arsenite exposure activated the exogenously expressed hemeregulated inhibitor kinase and induced the phosphorylation of eukaryotic initiation factor 2␣ in nonerythroid cells. These results suggest that translation of ATF5 is regulated by the alternative 5-UTR region of its mRNA, and ATF5 may play a role in protecting cells from amino acid limitation or arsenite-induced oxidative stress.Activating transcription factor (ATF) 2 -5 (formerly designated ATFx) is a transcription factor of the cAMP-response element-binding protein (CREB)/ATF family that was first identified as a protein that binds to the lipopolysaccharide-response element (GPE-1) on the granulocyte colony-stimulating factor (CSF3) gene along with C/EBP␥ (1). It contains a DNAbinding and dimerization domain (bZIP domain) and regulates processes that are involved in cellular differentiation (2, 3), the cell cycle (4), and apoptosis (5, 6). ATF5 represses cAMP-induced transcription in cultured cells (4) and is shown to inhibit apoptosis (6). Angelastro et al. (2) demonstrated that ATF5 inhibits CRE-mediated expression of neural genes and neural differentiation. Cdc34 is the G 2 checkpoint gene, and ATF5 is a target of Cdc34-dependent ubiquitin-mediated proteolysis (4), expression of which is affected by the cell cycle. Recently, Monaco et al. (7) showed that ATF5 is widely expressed in carcinomas, and interference with its function caused apoptotic cell death of neoplastic breast cell lines. This suggests that ATF5 may be a target for cancer therapy and that studies of the mechanism by which ATF5 expression is regulated might be important in the investigation of treatments for cancer.Mammalian cells have the ability to alter their gene expression to adapt to a variety of environmental stresses, including nutrient limitation, ...

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