Cell cycle G 1 exit is a critical stage where cells commonly commit to proliferate or to differentiate, but the biochemical events that regulate the proliferation/differentiation (P/D) transition at G 1 exit are presently unclear. We previously showed that MAT1 (mĆ© nage Ć trois 1), an assembly factor and targeting subunit of the cyclin-dependent kinase (CDK)-activating kinase (CAK), modulates CAK activities to regulate G 1 exit. Here we find that the retinoid-induced G 1 arrest and differentiation activation of cultured human leukemic cells are associated with a switch to CAK hypophosphorylation of retinoic acid receptor ā£ (RARā£) from CAK hyperphosphorylation of RARā£. The switch to CAK hypophosphorylation of RARā£ is accompanied by decreased MAT1 expression and MAT1 fragmentation that occurs in the differentiating cells through the all-trans-retinoic acid (ATRA)-mediated proteasome degradation pathway. Because HL60R cells that harbor a truncated ligand-dependent AF-2 domain of RARā£ do not demonstrate any changes in MAT1 levels or CAK phosphorylation of RARā£ following ATRA stimuli, these biochemical changes appear to be mediated directly through RARā£. These studies indicate that significant changes in MAT1 levels and CAK activities on RARā£ phosphorylation accompany the ATRA-induced G 1 arrest and differentiation activation, which provide new insights to explore the inversely coordinated P/D transition at G 1 exit.The cyclin-dependent kinase (CDK) 1 -activating kinase (CAK), a trimeric CDK7-cyclin H-MAT1 (mĆ©nage Ć trois 1) complex, was originally implicated in cell cycle control by its ability to phosphorylate and activate CDKs (1, 2). Previous studies demonstrated that CAK regulates cell cycle G 1 exit both by phosphorylation activation of cyclin D-CDK complexes (3-7) and by phosphorylation inactivation of retinoblastoma tumor suppressor protein (pRb) (8). Also, CAK is a subcomplex of transcription factor IIH (TFIIH) (9 -12) and a kinase of TFIIH that phosphorylates the COOH-terminal domain of the largest subunit of RNA polymerase II for transcription initiation (9, 13-15). Thus, CAK is considered a cross-road regulator in linking cell cycle control with transcription. Recently, distinct regions of MAT1 have been shown to regulate CAK kinase and TFIIH transcription activities (16). To date, comprehensive studies demonstrate that MAT1 regulates CAK substrate specificity and protein-protein interactions, i.e. MAT1 mediates the association of CAK with core TFIIH and shifts CAK substrate preference from CDK2 to the COOH-terminal domain (12,14,17,18). Mice lacking MAT1 are unable to enter S phase and are defective in RNA polymerase II phosphorylation (19). Antisense abrogation of MAT1 induces cell cycle G 1 arrest (20); and MAT1 regulates the interaction and phosphorylation of CAK with tumor suppressor p53 (21), octamer transcription factors (22), pRb (8), and retinoic acid receptor ā£ (RARā£) (23).Among the above substrates of CAK, RARā£ is involved mainly in differentiation regulation. RARā£ belongs to the superfamily of...