Phenobarbital is a lipophilic molecule used as a sedative and antiepileptic drug that elicits a multitude of effects in the liver, including gross liver enlargement, hepatocyte hypertrophy, and induced expression of drug-metabolizing enzymes and other liver-specific genes. The constitutive androstane receptor (CAR; NR1I3) and to a lesser extent the pregnane X receptor (PXR; NR1I2) are responsible for mediating induction of many phenobarbital-responsive genes. However, CAR-mediated transcriptional control of some genes is critically dependent on hepatocyte nuclear factor 4 alpha (HNF-4␣; NR2A1), which itself regulates multiple liver-specific genes involved in hepatic growth, metabolism, and differentiation. We studied the effects of phenobarbital on HNF-4␣ expression in hepatocytes and provide evidence that HNF-4␣ nuclear expression is regulated in response to phenobarbital. Realtime polymerase chain reaction analyses revealed that HNF-4␣ mRNA is modestly upregulated by phenobarbital. In addition, nuclear expression of HNF-4␣ protein is significantly elevated 3 hours after the administration of phenobarbital in wild-type, CAR ؊/؊ , and CAR ؊/؊ /PXR ؊/؊ mice. In vitro analysis revealed that phenobarbital-induced HNF-4␣ expression is both time-and dose dependent. In addition, the phosphatase inhibitor okadaic acid and the Ca 2؉ /calmodulin-dependent protein kinase II inhibitor KN62 block nuclear induction of HNF-4␣ by phenobarbital. Furthermore, HNF-4␣ nuclear expression is enhanced by inhibition of cyclic AMP-dependent protein kinase A. In conclusion, induced nuclear expression of HNF-4␣ and CAR is an integral part of the phenobarbital response, aimed at coordinated regulation of genes involved in drug metabolism and detoxification as well as maintenance of liver function. (HEPATOLOGY 2006;44: 186-194.) P henobarbital (PB) is an antiepileptic drug and is the prototype of a large family of lipophilic PB-like compounds that have profound effects in the liver. Its effects on liver physiology are typified by hepatic hypertrophy, hyperproliferation of the smooth endoplasmic reticulum, and induction or repression of numerous genes, especially the genes of cytochrome P450 enzymes. 1-3 Hepatic hypertrophy induced by PB is mediated by a moderate increase in hepatocyte DNA synthesis and dramatic enlargement of individual hepatocytes. 4,5 Hepatic enlargement subsides after PB withdrawal and this decrease in liver size is mediated by hepatocyte apoptosis. 6 Liver regeneration in response to partial hepatectomy is markedly diminished in PB-treated rat and mouse livers. 7,8 PB is also one of the most effective liver tumor promoters in both rats and mice. The mechanism of liver tumor promotion by PB is not understood; however, there is evidence that PB affects EGF signaling. 9 . Furthermore, TGF1 receptors I, II, and III are specifically down-regulated in early neoplastic lesions following treatment with PB. 10,11 It has been hypothesized that the inhibition of DNA synthesis in normal hepatocytes gives a proliferative advant...