The p57kip2 gene encodes a member of the cyclin-dependent kinase inhibitor family, proteins known to block G 1/S transition during the mammalian cell cycle. We observed that expression of p57kip2 in Schwann cells of the developing and injured adult peripheral nervous system is dynamically regulated. Using gene knockdown by means of vector-based RNA interference in cultured primary Schwann cells we found that reduced levels of p57kip2 lead to cell cycle exit, actin filament stabilization, altered cell morphology and growth, and down-regulation of promyelinating markers as well as induction of myelin genes and proteins. In addition, we could demonstrate that in vitro myelination is enhanced by p57kip2-suppressed Schwann cells. Using microarray technology we found that these cellular reactions are specific to lowered p57kip2 expression levels and detected a shift of the transcriptional expression program toward the pattern known from Schwann cells in developing peripheral nerves. Because in the absence of axons primary Schwann cells normally do not display differentiation-associated reactions, we conclude that we have identified a mechanism and an important intrinsic negative regulator of myelinating glia differentiation.glia ͉ immune neuropathies ͉ myelin ͉ peripheral nerve A xons are tightly associated with myelinating glial cells in the vertebrate nervous system, Schwann cells in the peripheral nervous system, and oligodendrocytes in the CNS. These cells wrap around axons in a radial growth and migration process and establish multiple lipid-and protein-rich layers to support and electrically insulate them, thus enabling saltatory propagation of electrical signals. As a result of axonal segregation, myelinating Schwann cells are associated with large-caliber axons in a 1:1 relationship and represent highly specialized and differentiated cells. Schwann cells derive from neural crest, and their differentiation during peripheral nerve development was shown to depend on a variety of genes, such as integrins, the transcription factors Sox10, Oct-6, and Krox20, or neuregulin-, p75-LNGFR, and Lgi4 signaling cascades (1-7).Cell cycle exit is a prerequisite for myelinating glial cell differentiation followed by morphological changes as well as the expression and deposition of myelin proteins within the layers of lipid sheaths. The establishment of such a complex morphology depends on regulated cytoskeletal dynamics, e.g., actin filament turnover. This was demonstrated by means of application of cytochalasin D, a mycotoxin that interferes with actin filament assembly. Differentiation and myelination of Schwann cells cocultured with dorsal root ganglion (DRG) neurons were found to be blocked when this drug was added to the culture medium, indicating that actin filament dynamics is imperative for Schwann cell growth and morphological adaptation during the myelination process (8). Nevertheless, the question as to whether naturally occurring regulators of cytoskeletal dynamics, acting during nerve development and/or after inju...