In 3T3-L1 cells, HuR is constitutively expressed and prior to induction of differentiation localized predominantly to the nucleus. Within minutes of induction of differentiation, nuclear HuR binds to its target ligand mRNAs, and the complexes appear to move to the cytosol. One ligand mRNA is the CCAAT/ enhancer-binding protein  (C/EBP) message. To examine the function and importance of the HuR-C/EBP interaction, retroviral expression constructs were created in which the HuR binding site was altered by deletion (del) or deletion and substitution (d/s). Expression of these constructs in murine embryonic fibroblasts resulted in significant adipose conversion relative to those cells expressing wild type C/EBP. C/EBP protein content was increased markedly in both del and d/s, which correlated with the acquisition of the adipocyte phenotype. Analysis of the d/s cell line demonstrated a robust expression of C/EBP␣ coincident with peroxisome proliferatoractivated receptor ␥ expression. Total C/EBP mRNA accumulation indicated no difference between cells harboring either the wild type C/EBP cDNA or d/s construct. However, cytosolic C/EBP mRNA in the cells expressing the d/s construct was maintained at levels between 2-and 7-fold greater than in the cells expressing the wild type construct. Alteration in mRNA half-life was not responsible for the increased accumulation. Mechanistically, these data suggest that HuR binding results in nuclear retention of the C/EBP mRNA and is consistent with HuR control, at least in part, of mRNA processing.