Two murine myelomonocytic cells lines were used to examine p21 WAF1 expression in myc -induced cell transformation. tEMmyc4and FDLV are two v -myc ± transformed immortalised myeloid cell lines exhibiting different transformed phenotypes. FDLV cells were derived from the transduction of v -myc into FDC -P1 cells and retain growth factor ( IL -3 ) dependence, whereas tEMmyc4 cells were derived from the transduction of embryonal monocytes with v -myc and are growth factor ± independent, constitutively express endogenous CSF -1, and are highly tumorigenic in syngeneic mice. Both cell lines were found to exhibit low p21 WAF1 expression. When examined in tEMmyc4 cells, neither the p53 -dependent pathway ( mitomycin C or exogenous p53 ) nor p53 -independent pathway ( TPA or growth factor, CSF -1, stimulation ) acted to increase p21 WAF1 levels. Growth factor ( IL -3 )withdrawal, shown to reduce p21 WAF1 levels in parental FDC -P1 cells, failed to do this in FDLV cells. The dependence of p21 WAF1 expression on v -myc was further demonstrated by showing that a v -myc ± targeted ribozyme, which acts to decrease v -myc RNA, increased p21 WAF1 levels in tEMmyc4 cells. Enforced expression of exogenous p21 WAF1 in tEMmyc4 cells with dysfunctional growth cycle ( including growth arrest and increased susceptibility to apoptosis ) was examined. p21 WAF1 partially restored cell cycle regulation and apoptosis as well as inhibited the delayed cell cycle progression and apoptosis induced by mitomycin C or serum withdrawal. These results show p21 WAF1 expression to be affected by v -myc and a restoration of p21 WAF1 expression to partially reverse myc -mediated transformation.