Bz-423 is a new benzodiazepine that has cytotoxic and cytostatic effects against a number of cell types in culture, and recent studies have shown efficacy in experimental lupus models in rodents. The present study demonstrates that treating human skin in organ culture with Bz-423 suppresses retinoidinduced epidermal hyperplasia. Bz-423 suppresses hyperplasia in organ culture at concentrations that also inhibit keratinocyte proliferation in monolayer culture but that are not cytotoxic for keratinocytes and do not inhibit fibroblast growth. Under conditions in which keratinocyte proliferation is inhibited, there is no measurable effect on epidermal growth factor receptor activation, but there is reduced signaling at the level of extracellular signal-regulated kinase 1/2 mitogenactivated protein kinase. Suppression of keratinocyte growth by Bz-423 is associated with generation of intracellular oxidants. However, antioxidant treatment reduces keratinocyte cytotoxicity that occurs at high concentrations of Bz-423, but it does not inhibit growth suppression. Together, these data suggest that Bz-423 has the potential to limit the untoward effects associated with topical retinoid treatment, and in addition, may have therapeutic effects against other forms of epidermal hyperplasia.Epidermal hyperplasia-excessive keratinocyte proliferation, leading to expansion of the epidermis in association with epidermal shedding-is the major manifestation of psoriasis (Krueger et al., 1984;Fry, 1988). Epidermal hyperplasia also occurs under physiological conditions (i.e., during wound-healing) (Stenn and Malhotra, 1992) and is a consequence in many individuals of topical treatment with alltrans retinoic acid (RA) or its precursor, all-trans retinol (Kang et al., 1995). Previous studies have demonstrated that epidermal hyperplasia and normal epidermal growth are, to some degree, at least, differentially regulated (Tavakkol et al., 1999). It is not unreasonable, therefore, that pharmacological agents might be identified that interfere with hyperplastic epidermal growth without disturbing normal skin physiology.Previously, we identified a novel antiproliferative and proapoptotic 1,4-benzodiazepine, termed Bz-423 (Blatt et al., 2002;Boitano et al., 2003a). Bz-423 and congeners with similar activity differ from benzodiazepines currently in clinical use by the presence of a hydrophobic substituent at the C3 position, which blocks binding to the central benzodiazepine receptor and renders binding to the peripheral benzodiazepine receptor weak (Boitano et al., 2003b). The antiproliferative and cytotoxic properties of Bz-423 are evident against malignant B and T cell lines in vitro. In vivo, this compound reduces pathologically expanded populations of B and T lymphocytes in autoimmune-prone (NZB ϫ NZW) F1 and MRLlpr strains of mice, respectively (Blatt et al., 2002;Bednarski et al., 2003). Reduction of activated lymphocytes by Bz-423 results in less autoimmune-mediated kidney damage (glomerulonephritis), preserves renal function, and ...