kinase B plays a critical role in the phosphoinositide 3-kinase (PI3-kinase) pathway regulating cell growth, differentiation, and oncogenic transformation. Akt1-regulated genes were identified by cDNA array hybridization analysis using an inducible AKT1 protein, MERAKT. Treatment of MERAkt cells with estrogen receptor ligands resulted in phosphorylative activation of MERAKT. Genes differentially expressed in MERAkt/NIH3T3 cells treated with tamoxifen, raloxifene, ICI-182780, and ZK955, were identified at 3 and 20 h. AKT activation resulted in the repression of c-myc, early growth response 1 (EGR1), transforming growth factor  receptor III (TGF-r III), and thrombospondin-1 (THBS1). Although c-myc induction is often associated with oncogenic transformation, the c-myc repression observed here is consistent with the anti-apoptotic function of AKT. Repression of THBS1 and EGR1 is consistent with the known pro-angiogenic functions of AKT. AKT-regulated genes were found to be largely distinct from platelet-derived growth factor- (PDGF)-regulated genes; only T-cell deathassociated gene 51 (TDAG51) was induced in both cases. In contrast to their repression by AKT, c-myc, THBS1, and EGR1 were induced by PDGF, indicating negative interference between elements upstream and downstream of AKT1 in the PDGF signal transduction pathway.protein kinase B; cDNA array hybridization; estrogen inducible expression; oncogenesis; gene regulation; signal transduction networks AKT1 IS A SERINE/THREONINE protein kinase whose activity is positively regulated by phosphoinositide 3-kinase (PI3-kinase) and negatively regulated by the phosphatases PTEN and PP2A. AKT transduces signals from a number of extracellular stimuli (including insulin, cytokines, and mechanical stress) that affect glucose metabolism, cell cycle progression, protein synthesis, tumor neovascularization, and apoptotic susceptibility (9). 1 Overexpression, hyperactivation, or constitutive activation of AKT is oncogenic. Akt1 was first identified as the transforming gene, v-Akt, encoded by the AKT8 retrovirus. v-Akt differs from its cellular homolog, Akt1, in that it has a 5Ј fused viral gag sequence that causes constitutive activation of the AKT1 kinase. Constitutively active AKT causes cellular transformation in vitro, and cells transfected with constitutively active AKT1 form tumors in nude mice. In vivo, mice transgenic for constitutively activated AKT1 develop T cell lymphomas rapidly (33). Cotransfection with dominant-negative AKT blocks transformation, indicating that AKT activity is necessary and sufficient for oncogenic transformation. AKT activity is elevated in samples of ovarian, breast, prostate, lung, and glioblastoma tumors (4, 36).The purpose of this study was to identify Akt1-regulated genes to aid in understanding the mechanism of AKT1-mediated oncogenesis. The use of an inducible form of the AKT1 protein, MERAKT, made it possible to study the pattern and kinetics of Akt1-regulated gene expression using a single cell line. Activity of the MERAKT kinase...