The signals mediating growth hormone (GH)-dependent differentiation of 3T3-F442A preadipocytes under serum-free conditions have been studied. GH priming of cells was required before the induction of terminal differentiation by a combination of epidermal growth factor, tri-iodothyronine, and insulin. Cellular depletion of Janus kinase-2 (JAK-2) using antisense oligodeoxynucleotides (ODNs) prevented GH-stimulated JAK-2 and signal transducer and activator of transcription (STAT)-5 tyrosine phosphorylation and severely attenuated the ability of GH to promote differentiation. Although p42 MAPK /p44 MAPK mitogen-activated protein kinases were activated during GH priming, treatment of cells with PD 098059, which prevented activation of these kinases, did not block GH priming. However, antisense ODN-mediated depletion of mitogen-activated protein kinases from the cells showed that their expression was necessary for terminal differentiation. Similarly, although p70 s6k was activated during GH priming, pretreatment of cells with rapamycin, which prevented the activation of p70 s6k , had no effect on GH priming. However, rapamycin did partially block epidermal growth factor, tri-iodothyronine, and insulin-stimulated terminal differentiation. By contrast, cellular depletion of STAT-5 with antisense ODNs completely abolished the ability of GH to promote differentiation. These results indicate that JAK-2, acting specifically via STAT-5, is necessary for GH-dependent differentiation of 3T3-F442A preadipocytes. Activation of p42 MAPK /p44 MAPK and p70 s6k is not essential for the promotion of differentiation by GH, although these signals are required for GH-independent terminal differentiation.The differentiation of adipocyte precursor cells (preadipocytes) into mature adipocytes involves a coordinated program of gene induction and repression, which is under the influence of hormonal, neural, and dietary signals (1, 2). A major regulator of this process is growth hormone (GH), 1 which has been shown in several studies to promote the differentiation of preadipocytes both in vitro and in vivo (3-9). The dual effector theory has been proposed to explain the actions of GH upon differentiation of preadipocyte cells (3). GH is thought to induce a primed state in the preadipocytes (G p ) in which cells acquire increased responsiveness to insulin and insulin-like growth factor 1 (IGF-1), which then promote terminal differentiation. However, the intracellular signaling mechanisms underpinning these actions have not been established. We have been studying the differentiation of 3T3-F442A preadipocytes, which is dependent on both GH and insulin, with other factors exerting a modulatory influence (6). Recent work from several laboratories has begun to define the signaling pathways induced by GH in various cell types. GH induces activation of the non-receptor tyrosine kinase JAK-2, an event that is believed to initiate multiple downstream signaling pathways including activation of STAT transcription factors and the MAP kinase and p70 s6k ca...