The Id proteins play an important role in proliferation, differentiation and tumorigenesis. Many tumors are hypoxic, but it is unknown if expression of Id proteins is regulated in hypoxic cells. Here we show that Id-1 is down-regulated in multiple primary, immortalized, and neoplastic hypoxic cell lines, and the transcriptional repressor ATF-3 is both necessary and sufficient for this hypoxia-induced repression of Id-1. Hypoxic up-regulation of ATF-3 is due in part to activation of the unfolded protein response, a cellular stress response. Remarkably, we observe that the unfolded protein response is de-regulated in all neuroblastoma cell lines tested. Indeed, in the absence of ATF-3 the hypoxia-induced transcription factor HIF-1 up-regulates Id-1 in hypoxic neuroblastoma cells. Hypoxic neuroblastoma cells diminish expression of some neuronal differentiation markers, and forced expression of ATF-3 in hypoxic neuroblastoma cells represses Id-1 and prevents the loss of these markers. The divergent regulation of Id proteins in distinct hypoxic cells may explain some of the varied effects hypoxia has on cellular differentiation and proliferation.Many tumors are profoundly hypoxic and multiple studies have demonstrated that hypoxic tumors have a poorer prognosis than non-hypoxic tumors. Although the full etiology of this observation is unclear, many of the phenotypes associated with hypoxic cells are due to the induction and suppression of gene expression (reviewed in Ref. 1). While the hypoxia-inducible transcription factor, HIF-1, is the best characterized inducer of gene transcription in hypoxic cells, it is clear that additional signaling pathways can both up-regulate and down-regulate gene expression in hypoxic cells (2, 3). In addition, HIF-1 targets differ dramatically in various cell types despite similar expression of HIF-1␣ (3-6) suggesting that HIF-1 transcriptional activity may be modulated by cell specific factors.The existence of cell-specific factors may play a role in the marked phenotypic differences noted between different hypoxic cell lines and tumors. For example, most normal cells and many neoplastic cells undergo a growth arrest when hypoxic, whereas some stem cells and neoplastic cells continue to proliferate under hypoxic conditions (7,8). Studies have also suggested that hemangioblasts, renal tubular cells, and embryonic stem cells all differentiate when hypoxic, while hypoxic adipocytes and hematopoietic stem cells are resistant to differentiation (9 -12). Neuroblastoma cells, when rendered hypoxic, lose some neuronal markers, leading to the hypothesis that they undergo hypoxic "de-differentiation" to immature neural crest cells (13). Despite the probability that hypoxic regulation of proliferation and differentiation play an important role in the aggressiveness of hypoxic tumors, the mechanisms by which hypoxic cells regulate proliferation and differentiation have not been fully delineated.The Id proteins play an important role in both proliferation and differentiation, although their regula...