Low-dose -carotene (BC) supplementation, such as would be provided by daily consumption of ϳ5-9 servings of fruits and vegetables, has no apparent detrimental effects, but rather appears to have a protective effect against cigarette smoke-induced lung lesions in ferrets. In the present study, we investigated the effects of BC, -apo-14Ј-carotenoic acid (14ЈCA), or benzo[a]pyrene (BP; a primary lung carcinogen from cigarette smoke) treatments, either alone or in combination, on cell growth and expression of the retinoic acid receptor (RAR) of normal human bronchial epithelial (NHBE) cells. We found that both BC and 14ЈCA inhibited the growth of NHBE cells (P Ͻ 0.05) with or without BP. The level of RAR, a tumor suppressor, but not R〈R␣ or R〈R␥, was reduced by 50% in the NHBE cells treated with BP. However, treatment with either BC or 14ЈCA significantly induced the expression of RAR in the NHBE cells, and prevented the reduction of RAR by BP. Furthermore, 14ЈCA transactivated the RAR promoter primarily via its conversion to retinoic acid (RA). In the presence of 3-mercaptopropionic acid, an inhibitor of fatty acid oxidation, both RA formation and transactivation activity from 14ЈCA were decreased. These observations indicate that the growth inhibitory effects of BC and -apo-carotenoic acid are through their conversion to RA and upregulation of RAR. J. Nutr. 134: 667-673, 2004.