Arrest of cell differentiation is one of the leading causes of leukemia and other cancers. Induction of cell differentiation using pharmaceutical agents has been clinically attempted for the treatment of these cancers. Epigenetic regulation may be one of the underlying molecular mechanisms controlling cell proliferation or differentiation. Here, we report on the use of proteomics-based differential protein expression analysis in conjunction with quantification of histone modifications to decipher the interconnections among epigenetic modifications, their modifying enzymes or mediators, and changes in the associated pathways/networks that occur during cell differentiation. During phorbol-12-myristate 13-acetate-induced differentiation of U937 cells, fatty acid synthesis and its metabolic processing, the clathrin-coated pit endocytosis pathway, and the ubiquitin/26 S proteasome degradation pathways were up-regulated. In addition, global histone H3/H4 acetylation and H2B ubiquitination were down-regulated concomitantly with impaired chromatin remodeling machinery, RNA polymerase II complexes, and DNA replication. Differential protein expression analysis established the networks linking histone hypoacetylation to the down-regulated expression/activity of p300 and linking histone H2B ubiquitination to the RNA polymerase II-associated FACT-RTF1-PAF1 complex. Collectively, our approach has provided an unprecedentedly systemic set of insights into the role of epigenetic regulation in leukemia cell differentiation.Both histone acetylation and H2B ubiquitination are associated with gene activation as defined by the "histone code" and "cross-talk" theories (1). As demonstrated previously in Berk's laboratory (2), small interfering RNA (siRNA)-mediated dual knockdown of CBP 5 and p300 resulted in specific histone H3Lys-18 hypoacetylation in vivo in both IMR90 and HeLa cells, indicating that p300/CBP, possibly together with their closely associated protein PCAF, are the major histone acetyltransferases required for maintaining global H3 Lys-18 acetylation.On the other hand, the putative histone H2B ubiquitination enzyme, UBCH6 (also known as UBE2E1), physically interacts with RNF20/40 (homologs of Bre1, the E3 ligase in yeast) and PAF1 to form a trimeric complex, which colocalizes with RNA polymerase II at transcriptionally active genes (3). RTF1, which has a function similar to Rad6 (mediates ubiquitination at lysine 123 of H2B in yeast) and is a component of the PAF1/RNA polymerase II complex, cooperatively interacts with RNF20/40, and FACT (facilitates chromatin transcription) to regulate H2B ubiquitination (4 -8).