Medullary thyroid carcinoma (MTC) is a neuroendocrine tumor of the calcitonin secreting thyroid C-cells. Somatic and germline mutations in the RET proto-oncogene are associated with sporadic and inherited cases of MTC, respectively. The human MTC cell line, TT, can be di erentiated by activated raf-1. This di erentiation is characterized, in part, by down-regulation of the RET proto-oncogene. We now show that raf-1 induction is followed by activation of the downstream kinases MEK1/2 and ERK1/2 and that di erentiation is dependent on activation of MEK1/2. The concurrent down-regulation of RET appears to involve altered nuclear compartmentalization and transport of RET mRNA. Although RET is down-regulated during raf-1 mediated di erentiation, overexpression of activated RET alleles which resist down-regulation does not alter the raf-1 mediated di erentiation response. These data suggest that RET down-regulation is associated with, but not required, for raf-1 mediated MTC cell di erentiation and that the raf-1 signal transduction pathway plays a dominant role in promoting MTC cell di erentiation.