Abstract Both all trans retinoic acid (ATRA) and arsenic trioxide (ATO) induce complete remission in acute promyelocytic leukemia (APL) patients. Using the APL derived NB4 cell line containing the PML-RARα fusion protein it has been found that ATRA induced differentiation while ATO mainly induced apoptosis. Previously it has been reported that the antiapoptotic proteins Bcl-2 and Bfl-1/A1 were regulated during ATRA-induced differentiation process in APL cells. However, the regulation of Mcl-1, a major antiapoptotic protein required during myeloid granulocyte differentiation, has not been determined. Recently it has been shown that ERK phosphorylates Mcl-1 and regulates its stability. The regulation of Mcl-1 and p-ERK by ATRA and ATO were investigated in NB4 and its subclone R4 cells, HL-60 and its subclone HL-60/Res cells. Both NB4 and R4 cells contain PML-RARα while HL-60 and HL-60/Res cells contain RARα. However, the ATRA binding domain in PML-RARα and RARα is mutant in R4 and HL-60/Res cells, respectively. The levels of Mcl-1 were induced by ATRA in both NB4 and HL-60 cells, but not in R4 cells nor HL-60/Res cells. The induction of Mcl-1 in NB4 and HL-60 cells correlated with the induction of differentiation and the increased level of p-ERK. Unlike ATRA treatment, ATO treatment decreased the levels of Mcl-1 in both NB4 and R4 cells, but not in HL-60 nor in HL-60/Res cells, which correlated with the induction of apoptosis and down-regulation of p-ERK. Both NB4 and R4 cells contain PML-RARα which is degraded by ATO, suggesting that PML-RARα plays a role in ATO-mediated down-regulation of Mcl-1. To test the effect of PML-RARα on the regulation of Mcl-1 after ATO treatment, U937/PR9 cells with the inducible expression of PML-RARα were used. Expression of PML-RARα increased the levels of Mcl-1 and p-ERK. ATO treatment decreased the levels of both Mcl-1 and p-ERK. These data suggest that ATRA increases the level of Mcl-1 through activating ERK due to overcoming PML-RARα transcriptional repression and activating RARα while ATO decreases the level of Mcl-1 through inactivation of ERK due to inducing degradation of PML-RARα. The increased level of Mcl-1 after ATRA treatment protects against cell death and promotes differentiation while the decreased level of Mcl-1 after ATO-treatment sensitizes apoptosis induction. Citation Format: {Authors}. {Abstract title} [abstract]. In: Proceedings of the 102nd Annual Meeting of the American Association for Cancer Research; 2011 Apr 2-6; Orlando, FL. Philadelphia (PA): AACR; Cancer Res 2011;71(8 Suppl):Abstract nr 5479. doi:10.1158/1538-7445.AM2011-5479