Relatively small changes in G-protein-coupled receptor kinase (GRK) 3 expression (ϳ2-fold) profoundly affect ␣ 2 -adrenergic receptor (AR) function and preferentially regulate neuronal ␣ 2A -and ␣ 2B -AR signaling. In the present study, we provide evidence that epinephrine (EPI)-induced up-regulation of GRK3 protein expression in two neuronal cell lines, BE(2)-C cells (endogenously express ␣ 2A -and  2 -AR) and BN17 cells [endogenously express ␣ 2B (NG108) and transfected to express  2 -AR] is due in part to increased GRK3 gene expression. In both cell lines, the increase in GRK3 transcription occurred via an extracellular signal-regulated kinase (ERK) 1/2-dependent mechanism because the increase in GRK3 mRNA is eliminated in the presence of the mitogen-activated protein kinase/ERK kinase 1/2 inhibitor, U0126 [1,4-diamino-2,3-dicyano-1,4-bis (2-amino phenylthiobutadiene)]. EPI-induced GRK3 mRNA upregulation also is prevented in the presence of propranolol or phentolamine. Moreover, GRK3 mRNA did not increase in response to EPI treatment in NG108 cells (endogenously express ␣ 2B -AR with no  2 -AR). Both these results suggest that simultaneous activation of ␣ 2 -and  2 -AR by EPI is required for the ERK1/2-dependent increase in GRK3 mRNA. The EPI-induced increase in GRK3 mRNA was unaffected in the presence of the protein kinase C inhibitor, chelerythrine chloride. Finally, EPI treatment resulted in increased nuclear translocation and accumulation of the transcription factors, Sp-1 and Ap-2, in BE(2)-C cells. Taken together, our results demonstrate the involvement of the ERK1/2 pathway in selective up-regulation of GRK3 mRNA expression, possibly via activation of Sp-1 and Ap-2 transcription factors in neuronal cells.G-protein-coupled receptor kinases (GRKs) specifically interact with agonist-occupied G-protein-coupled receptors (GPCRs) to mediate receptor phosphorylation. This phosphorylation increases the affinity of the receptor for arrestin, and receptor/G-protein interaction is inhibited even in the presence of agonist. The resulting rapid loss of receptor responsiveness is termed desensitization and in many instances is followed by the removal of the receptor from the plasma membrane via clathrin-mediated endocytosis (Penn et al