We are interested in determining the signaling pathways for 1,25-dihydroxyvitamin D 3 (1,25D)-induced differentiation of HL60 leukemic cells. One possible candidate is Raf-1, which is known to signal cell proliferation and neoplastic transformation through MEK, ERK, and downstream targets. It can also participate in the regulation of cell survival and various forms of cell differentiation, though the precise pathways are less well delineated. Here we report that Raf-1 has a role in monocytic differentiation of human myeloid leukemia HL60, which is not mediated by MEK and ERK, but likely by direct interaction with p90RSK. Specifically, we show that Raf-1 and p90RSK are increasingly activated in the later stages of differentiation of HL60 cells, at the same time as activation of MEK and ERK is decreasing. Transfection of a wild-type Raf-1 construct enhances 1,25D-induced differentiation, while antisense Raf-1 or short interfering (si) Raf-1 reduces 1,25D-induced differentiation. In contrast, antisense oligodeoxynucleotides (ODN) and siRNAs to MEK or ERK have no detectable effect on differentiation. In late stage differentiating cells Raf-1 and p90RSK are found as a complex, and inhibition of Raf-1, but not MEK or ERK expression reduces the levels of phosphorylatedp90RSK. These findings support the thesis that Raf-1 signals cell proliferation and cell differentiation through different intermediary proteins Involvement of mitogen-activated protein kinases (MAPKs) in signaling of monocyte/ macrophage differentiation induced by 1,25-dihydroxyvitamin D 3 (1,25D) has been well documented (e.g., Wang et al., 2000;Marcinkowska, 2001;Wang and Studzinski, 2001a;Kim et al., 2002;Studzinski et al., 2005), but the exact sequence of signaling steps has not been precisely elucidated. Early studies described MAPK activity as the basis of rapid, membranerelated effects of 1,25D on human acute promyelocytic leukemia NB4 cells (Song et al., 1998) and other cell types (Buitrago et al., 2006). These effects occurred in the time frame of seconds and minutes, but have not been universally observed in other cell types. More recently, studies in leukemia cells showed involvement of several more slowly activated MAPK cascades in signaling of 1,25D effects on cell proliferation (Wang and Studzinski, 2001a; Ji et al., 2002), survival (Wang andPepper et al., 2003;Zhang et al., 2006), and differentiation (Wang et al., 2000;Marcinkowska, 2001;Wang and Studzinski, 2001a;Studzinski et al., 2005). For instance, we and others have shown that in HL60 cells ERK1/2 is activated in the early phase of 1,25D-induced differentiation, and this can be accentuated by serum starving the cells prior to exposure to 1,25D (Marcinkowska et al., 1997;Marcinkowska, 2001;Wang and Studzinski, 2001a). Other studies have implicated JNK (Ji et al., 2002;Wang et al., 2003; Buitrago et al., 2006), p38 (Wang and Studzinski, 2001a,b;Ji et al., 2002) AKT (Zhang et al., 2006) pathways in the transmission of the 1,25D-generated signals to the transcriptional machi...