Although apolipoprotein (apo) E is synthesized in the brain primarily by astrocytes, neurons in the central nervous system express apoE, albeit at lower levels than astrocytes, in response to various physiological and pathological conditions, including excitotoxic stress. To investigate how apoE expression is regulated in neurons, we transfected Neuro-2a cells with a 17-kilobase human apoE genomic DNA construct encoding apoE3 or apoE4 along with upstream and downstream regulatory elements. The baseline expression of apoE was low. However, conditioned medium from an astrocytic cell line (C6) or from apoE-null mouse primary astrocytes increased the expression of both isoforms by 3-4-fold at the mRNA level and by 4 -10-fold at the protein level. These findings suggest that astrocytes secrete a factor or factors that regulate apoE expression in neuronal cells. The increased expression of apoE was almost completely abolished by incubating neurons with U0126, an inhibitor of extracellular signal-regulated kinase (Erk), suggesting that the Erk pathway controls astroglial regulation of apoE expression in neuronal cells. Human neuronal precursor NT2/D1 cells expressed apoE constitutively; however, after treatment of these cells with retinoic acid to induce differentiation, apoE expression diminished. Cultured mouse primary cortical and hippocampal neurons also expressed low levels of apoE. Astrocyte-conditioned medium rapidly up-regulated apoE expression in fully differentiated NT2 neurons and in cultured mouse primary cortical and hippocampal neurons. Thus, neuronal expression of apoE is regulated by a diffusible factor or factors released from astrocytes, and this regulation depends on the activity of the Erk kinase pathway in neurons.The ⑀4 allele of the gene encoding apolipoprotein (apo) 1 E has been genetically linked to late-onset familial and sporadic Alzheimer's disease (AD) and has a gene-dose effect on the risk and age of onset of the disease (1-5). Individuals with two copies of the ⑀4 allele have a 50 -90% chance of developing AD by the age of 85, and those with one copy have about a 45% chance (1,6). Only about 20% of the general population develops AD by the age of 85 (1).ApoE is found in amyloid plaques and neurofibrillary tangles, two neuropathological hallmarks of AD (7-13), but its role in their pathogenesis is unclear. ApoE4 has several adverse effects that might explain the association between AD and the ⑀4 allele. It modulates the deposition and clearance of amyloid  peptides and plaque formation (14 -21), impairs the antioxidative defense system (22), dysregulates neuronal signaling pathways (23), disrupts cytoskeletal structure and function (24,25), and alters the phosphorylation of tau and the formation of neurofibrillary tangles (26 -30). However, the mechanisms of these effects are still largely unknown, and it is not known which are the primary effects and which are subsequent or downstream effects.Initially, apoE was thought to be synthesized in the brain only by astrocytes, oligodendrocyte...