Cytokines, such as tumor necrosis factor-␣ (TNF␣), potently inhibit the differentiation of mesenchymal cells and down-regulate the expression of Sox9 and MyoD, transcription factors required for chondrocyte and myocyte development. Previously, we demonstrated that NF-B controls TNF␣-mediated suppression of myogenesis through a mechanism involving MyoD mRNA downregulation. Here, we show that NF-B also suppresses chondrogenesis and destabilizes Sox9 mRNA levels. Multiple copies of an mRNA cis-regulatory motif (5-ACUACAG-3) are necessary and sufficient for NF-Bmediated Sox9 and MyoD down-regulation. Thus, in response to cytokine signaling, NF-B modulates the differentiation of mesenchymal-derived cell lineages via RNA sequence-dependent, posttranscriptional downregulation of key developmental regulators. Received May 19, 2003; revised version accepted July 24, 2003. In multicellular organisms, control of proliferation, differentiation, and apoptosis is essential for survival. Defects in cell differentiation can lead to aberrations in other cellular processes, resulting in diseases such as cancer (Scott 1997). Mesenchymal progenitor cells give rise to the skeletal cells, including myocytes, chondrocytes, osteoblasts, and adipocytes (Pittenger et al. 1999;Caplan and Bruder 2001). Notably, cytokines such as tumor necrosis factor-␣ (TNF␣) can inhibit the differentiation of mesenchymal stem cells (Filipak et al. 1988;Gilbert et al. 2000) and suppress the expression of genes important for their differentiation (Guttridge et al. 2000;Murakami et al. 2000;Gilbert et al. 2002;Ruan et al. 2002). However, the molecular mechanism underlying this suppression is not known.Nuclear factor B (NF-B) complexes are dimeric, sequence-specific transcription factors that regulate the expression of a large number of genes in response to a variety of cellular conditions, including infection and in- . Generally, NF-B is described as a transcriptional activator, and there is ample data demonstrating that NF-B positively regulates transcription. However, there is also some evidence that NF-B can repress transcription. For example, the p50 NF-B subunit, which binds DNA but lacks transcriptional activation domains, may inhibit the transcription of certain genes through interaction with transcriptional corepressors such as HDAC-1 (Zhong et al. 2002).Recently, we demonstrated that NF-B can inhibit the differentiation of mesenchymally derived skeletal muscle cells (Guttridge et al. 2000). TNF␣-mediated activation of NF-B in C2C12 myoblasts led to a dramatic decrease in endogenous MyoD mRNA levels. Expression of the p65 subunit of NF-B induced the loss of coexpressed MyoD message, and a fragment of the MyoDcoding sequence fused to a heterologous gene conferred NF-B-dependent loss of that chimeric mRNA. These data suggested that the mechanism underlying MyoD mRNA down-regulation and inhibition of muscle-cell differentiation involves a unique posttranscriptional silencing mechanism. Cartilage, another mesenchymalderived cell lineage, is a highly ...