The regulation of muscle mass is dictated by a balance between the rates of muscle protein synthesis (MPS) and muscle protein breakdown (MPB). The absolute rate of both measures fluctuates during catabolic and anabolic conditions. Decreasing the rate of MPB can but has not always resulted in increased muscle mass. This disparity may be the result of interactions between the ubiquitin proteasome pathway (UPP), autophagy, and endoplasmic reticulum (ER) stress pathways along with crosstalk with the mTORC1 signaling pathway, a primary mediator of MPS. PURPOSE: To determine how the inhibition of the ubiquitin proteasome alters autophagy, ER stress, mTORC1 signaling, and MPS within cultured myotubes. METHODS: MG132 was selected as a primary inhibitor of the UPP. Differentiated C2C12’s, were treated with 50μM of MG132 for 6 or 12hours(h), with DMSO volume and time match controls (n=3 per experiment). Cells were incubated with 1μM puromycin for 5min prior to collection, for determination of MPS via SuNSET. Equal aliquots of protein were separated by SDS-PAGE and protein levels determined by western blot. The effect of treatment was compared using a one way ANOVA with tukeys post hoc test. RESULTS: Inhibition of the ubiquitin proteasome pathway resulted in a 0.75- and 4.24-fold increase in total ubiquitinated protein following 6 and 12h of MG132 treatment respectively (P<0.05). Puromycin incorporation decreased ∼0.5-fold at both 6 and 12h (P<0.05). Phospho (Ser473)/total Akt increased 1.9- and 3-fold over corresponding controls at 6 and 12h (P<0.05). Phospho-S6K (Thr 389) increased 1.8 and 3.4 fold with MG132 treatment. Phospho-S6 (Ser 244/240) showed no increase in phosphorylation with treatment. Autophagy markers including Atg7, Beclin or LC3B exhibited no significant effect of treatment. However, Phospho (Ser575)/Total ULK decreased 0.33-fold at 12h, (P<0.05). The ER stress markers BIP and CHOP, exhibited marked increases in expression with a 2.4-fold increase at 12h (P<0.05) and a 2.2- and 4.9-fold increase in expression at 6 and 12h of treatment, respectively (P<0.05). CONCLUSION: Inhibition of the UPP decreased total protein synthesis in C2C12 myotubes even though Akt/mTORC1 signaling were partially activated. The changes in proteosomal activity did not immediately result in a compensatory increase in autophagy. More work will need to be done to determine the interconnection between these pathways.