Fibroblast growth factor (FGF) signaling is necessary for both proliferation and differentiation of lens cells. However, the molecular mechanisms by which FGFs exert their effects on the lens remain poorly understood. In this study, we show that FGF-2 repressed the expression of lens-specific genes at the proliferative phase in primary cultured lens cells. Using transfected cells, we also found that the activity of L-Maf, a lens differentiation factor, is repressed by FGF/ERK signaling. L-Maf is shown to be phosphorylated by ERK, and introduction of mutations into the ERK target sites on L-Maf promotes its stabilization. The stable L-Maf mutant protein promotes the differentiation of lens cells from neural retina cells. Taken together, these results indicate that FGF/ERK signaling negatively regulates the function of L-Maf in proliferative lens cells and that stabilization of the L-Maf protein is important for lens fiber differentiation.The vertebrate lens consists of only two cell populations, and because of this simple tissue organization, it provides an excellent model of cell differentiation. The anterior surface of the lens is covered by a simple epithelium, whereas the remainder and bulk of the lens is composed of elongated lens fibers (1). During embryonic development and throughout the life of the organism, fiber cells are added via differentiation of the lens epithelial cells. The proliferative epithelial cells in the anterior germinative zone move across the lens equator to the posterior transitional zone followed by withdrawal of cell cycling and differentiation into fiber cells. Fiber cell differentiation is characterized by cell elongation and the eventual degradation of all cellular organelles including the nucleus. (7), and a secreted form of FGFR can cause a delay in fiber differentiation (9). Together, these studies implicate FGFs as bifunctional molecules that regulate both proliferation and differentiation of the lens cells. The transcription factors that mediate FGF signaling in lens development and the molecular mechanisms used by FGFs to regulate the transcriptional factors remain to be identified. Several transcription factors, including Pax6, Sox2, Six3, c-Maf, and L-Maf, are known to be important in lens development and in regulating the expression of lens-specific genes such as crystallin genes (10 -17). Of these factors, L-Maf is one of the most attractive candidates for mediating FGF signaling, because L-Maf has been identified as a lens-specific regulator of avian ␣A-crystallin expression (14), and c-maf-deficient mice have defective lens fiber differentiation and loss of crystallin gene expression (16, 17). There results show that Mafs are critical for expression of crystallin genes and lens fiber differentiation. L-Maf is a basic region/leucine zipper transcription factor and regulates the expression of ␣A-crystallin by binding the lens-specific enhancer element ␣CE2 (14, 18). In chicken, the expression of L-maf is initiated in the lens placode and is subsequently restricted to th...