We have previously characterized a transgenic mouse model (CR2-TAg) of metastatic prostate cancer arising in the neuroendocrine (NE) cell lineage. Biomarkers of NE differentiation in this model are expressed in conventional adenocarcinoma of the prostate with NE features. To further characterize the pathways that control NE proliferation, differentiation, and survival, we established prostate NE cancer (PNEC) cell lines from CR2-TAg prostate tumors and metastases. GeneChip analyses of cell lines harvested at different passages, and as xenografted tumors, indicated that PNECs express consistent features ex vivo and in vivo and share a remarkable degree of similarity with primary CR2-TAg prostate NE tumors. PNECs express mAsh1, a basic helix-loop-helix (bHLH) transcription factor essential for NE cell differentiation in other tissues. RNA interference knockdown of mAsh1, GeneChip comparisons of treated and control cell populations, and a computational analysis of down-regulated genes identified 12 transcriptional motifs enriched in the gene set. Affected genes, including Adcy9, Hes6, Iapp1, Ndrg4, c-Myb, and Mesdc2, are enriched for a palindromic E-box motif, CAGCTG, indicating that it is a physiologically relevant mAsh1 binding site. The enrichment of a c-Myb binding site and the finding that c-Myb is down-regulated by mAsh1 RNA interference suggest that mAsh1 and c-Myb are in the same signaling pathway. Our data indicate that mAsh1 negatively regulates the cell cycle (e.g., via enhanced Cdkn2d, Bub1 expression), promotes differentiation (e.g., through effects on cAMP), and enhances survival by inhibiting apoptosis. PNEC cell lines should be generally useful for genetic and͞or pharmacologic studies of the regulation of NE cell proliferation, differentiation, and tumorigenesis.neuroendocrine cell biology ͉ mouse prostate neuroendocrine cancer cell lines ͉ mAsh1 ͉ functional genomics ͉ phylogenetic footprinting T he prostate is a tubuloaveolar gland lined with a slowly renewing epithelium composed of three cell lineages. Secretory luminal cells predominate. Lineage progenitors appear to reside in a basal cell layer underlying luminal cells. A small population of scattered neuroendocrine (NE) cells produce dendrite-like processes that extend over several cell diameters to contact members of the other two epithelial lineages. Although they export a number of neuropeptides (1-3), the precise role played by NE cells in normal prostate physiology remains unclear.Pure NE tumors of the prostate are rare but, like most NE cell cancers, are very aggressive. Conventional adenocarcinoma of the human prostate (CaP) can display features of focal NE differentiation (NED) even when initiation does not occur in NE cells. The reported frequency of NED in CaP ranges from 30% to 100% depending on the study design and the biomarker panel used to define the phenotype (4-6). Recent findings indicate that NED correlates with poor prognosis and androgen-independent growth (7-9).The mechanisms governing development of NED in CaP are obscur...