NF-κB belongs to the Rel family of transcription factors which regulate genes involved in immune and inflammatory responses (
3,
5,
70). In mammals, the Rel family is composed of RelA/p65, c-Rel, RelB, p50 (NF-κB1), and p52 (NF-κB2), which have sequence similarity over approximately 300 amino acids in the amino-terminal half of the protein. NF-κB subunits are able to homo- or heterodimerize to form transcription factor complexes with a range of DNA-binding and activation potentials. Although all Rel members bind DNA, only RelA/p65 (hereafter referred to as p65), c-Rel, and RelB have extended carboxy termini harboring transactivation function (
70). The most widely studied form of NF-κB is a heterodimer of the p50 and p65 subunits and is a potent activator of gene transcription (
56).
In most cells, NF-κB is found sequestered in the cytoplasm bound in an inactive complex with its natural biological inhibitor IκB (
3,
70). The IκB family members include IκBα, IκBβ, p105/IκBγ (precursor of p50), p100 (precursor of p52), and IκB

(
41,
74). Each has in common a series of ankyrin repeats which interact with the DNA-binding domain and the nuclear localization signal of NF-κB, thus maintaining the transcription factor as an inactive complex. Activation of NF-κB is induced by a variety of diverse stimuli including inflammatory cytokines, phorbol esters, bacterial toxins (such as lipopolysaccharide) viruses, UV light, and a variety of mitogens (
4,
5). Treatment of cells with these stimuli activate the recently discovered IκB kinase complex, leading to the phosphorylation of serines 32 and 36 of IκBα or serines 19 and 23 of IκBβ (
19,
46,
52,
77). This phosphorylation event targets IκB for ubiquitin-dependent degradation through the 26S proteasome complex, resulting in the release and nuclear translocation of NF-κB (
22,
68).
In addition to its well-established role in activating the transcription of genes involved in immunological responses, studies indicate that NF-κB also functions in promoting cell growth. For instance, lymphocytes from mice lacking p50, p65, or c-Rel are defective in mitogenic responses (
20,
38,
58,
65), and p50/p52 double-knockout animals fail to generate mature osteoclasts and B cells (
25,
35). Recent reports also demonstrate the expression of NF-κB/Rel proteins in the proliferative zone of the developing avian limb bud and the requirement of NF-κB for the proper growth of this tissue (
15,
36). In addition, deregulated NF-κB activity has been associated with oncogenesis, since reports show elevated NF-κB/Rel levels in primary breast cancers (
18,
66). NF-κB is activated by oncogenic Ras and is required by Ras to induce foci in NIH 3T3 cells (
23). Similarly, the chimeric oncoprotein Bcr-Abl, implicated in acute lymphoblastic and chronic myelogenous leukemias, also requires NF-κB to induce cellular transformation (
54). Consistent with this latter study, Hodgkin’s lymphoma cells depleted of NF-κB activity revealed strongly impaired tumor growth in mice (
7). The ability of NF-κB to protect cells against chemotherapeutic drugs or TNF-mediated apoptosis function (
9,
69,
72,
75), suggests that NF-κB-regulated growth control may be related to its cell survival properties. In fact, inhibition of NF-κB led to apoptosis in cells expressing oncogenic forms of Ras (
45). Finally, recent demonstrations that cellular proliferation defects, attributed to the absence of NF-κB, are associated with a delay in cell cycle progression in G
1 (
7,
28), in addition to the previously described physical association with NF-κB and CBP/p300 (
26,
50), establishes a link between NF-κB and regulators of the cell cycle. Although the above cited reports strongly suggest a role for NF-κB in cell growth control, the molecular mechanism(s) underlying this regulation remains unclear.
To gain insight into the role of NF-κB in regulating cell growth, we first used a well-established skeletal myogenesis model, which is characterized by the maturation of precursor myoblasts into differentiated contractile myotubes. This cellular process is dependent on the activation or induction of the myogenic basic helix-loop-helix (bHLH) and MEF2 families of transcription factors that stimulate tissue-specific gene expression, as well as changes in cell cycle regulators that cause myoblasts to undergo irreversible growth arrest (
39,
48,
71). The latter process is regulated by a balance in activities of cyclin–cyclin-dependent kinase (cdk) complexes and their respective known kinase inhibitors. The signal to induce differentiation, achieved most commonly in tissue culture by removing growth factor-rich medium, causes the downregulated expression of cyclins A and D1 and kinases cdk2 and cdc2, with an induced synthesis of the cdk inhibitors p18 and p21 and stabilization of the p27 protein (
71). This regulated switch in activities leads to the dephosphorylation of the product of the retinoblastoma susceptibility gene (pRb), which maintains cells in a G
1-arrested state by inhibiting the E2F-DP1 transcription factor complex. Exit from the cell cycle, therefore, is critical for myogenic transcription and completion of the differentiation program.
Using the murine C2C12 skeletal muscle cell line, we demonstrate that NF-κB functions in proliferating myoblasts to inhibit their differentiation process. This was determined by showing that C2C12 myoblasts contain NF-κB in their nuclei and that NF-κB DNA-binding activity and transactivation function are reduced during myogenesis. In addition, myoblasts generated to lack NF-κB activity are greatly accelerated in their differentiation program. Transfections in 10T1/2 cells showed that NF-κB strongly blocks the ability of the myogenic transcription factor, MyoD, to induce myogenesis. Furthermore, this latter regulation is specific to the transactivation-competent p65 subunit of NF-κB, arguing that NF-κB inhibits myogenic differentiation through its activation of gene expression. The observation that C2C12 cells lacking NF-κB display a reduction in their proliferation rate and exit the cell cycle faster than do control cells suggests that inhibition of myogenesis by NF-κB is in part related to its growth-promoting activity. Importantly, these cells also exhibit a marked reduction in cyclin D1 protein and mRNA levels. The results of experiments performed with 10T1/2 fibroblasts indicate that NF-κB regulation of cyclin D1 is one mechanism by which this transcription factor inhibits myogenic differentiation. From this differentiation model, we expanded our study to identify the level at which NF-κB regulated cyclin D1. The results show that this regulation occurs at the transcriptional level and is mediated by several authentic NF-κB DNA-binding sites in the cyclin D1 promoter. Furthermore, by using diploid fibroblasts, we addressed the potential relevance of NF-κB regulation of cyclin D1 with respect to the cell cycle. Our data show that in cells stimulated to reenter the cell cycle, NF-κB activity is required for cyclin D1 transcriptional initiation and hyperphosphorylation of pRb, leading to progression into S phase. Similar to what was observed in C2C12 cells, embryonic fibroblasts lacking NF-κB activity also exhibit a reduction in proliferation, in conjunction with lower levels of cyclin D1. Taken together, these data establish that the ability of NF-κB to control cellular proliferation and differentiation are processes tightly coupled to its ability to transcriptionally regulate cyclin D1.