Proteasome inhibition leads to accumulation of transcription factors, heat shock proteins, cyclins, and other proteasome substrate proteins by blocking their proteolytic degradation. An increase in gene transcription upon proteasome inhibition was found for a group of proteins, including p21 WAF1/CIP1 , ubiquitin, and transcription factors. In this study, we have demonstrated selective up-regulation of extracellular signal-regulated kinase 3 (ERK3) mRNA and protein expression upon treatment with peptide-based proteasome inhibitors or lactacystin. ERK3 is a family member of the mitogenactivated protein kinases (also called ERK) that are key mediators of signal transduction from the cell surface to the nucleus. ERK3 up-regulation is independent of the p53, Bcl2, and caspase 3 status of cells. p38 pathway kinase inhibitors prevent proteasome-dependent ERK3 induction and enhance the antiproliferative effect of proteasome inhibitors. MCF-7 cells expressing ERK3 ectopically show increased resistance toward proteasome inhibition. The results indicate that ERK3 expression is a consequence of p38 pathway activation and most probably represents an intracellular defense or rescue mechanism against cell stress and damage induced by proteasome inhibition.Proteasome inhibition leads to an increase in the expression of a large number of proteins by both posttranslational and transcriptional mechanisms. Various proteins crucial for cell cycle regulation and stress response, such as cyclins and transcription factors, are substrates of the ubiquitin-proteasome proteolytic pathway and directly accumulate in a polyubiquitinylated state after proteasome inhibitor treatment. On the other hand, proteasome inhibition has been reported to increase transcription and translation of a group of genes, including p21 WAF1/CIP1 (1), and a number of proteins involved in heat shock response (2) and transcriptional regulation, such as Gadd153, ATF3, and MAD1 (3).As reported previously, we have used a quantitative fluorescent cDNA hybridization approach to identify genes regulated transcriptionally in response to proteasome inhibitor treatment. Changes in mRNA expression of 7900 genes from the UniGene collection were compared upon exposure of cells to the proteasome inhibitors lactacystin, lactacystin--lactone, or MG132 by means of microarray-based cDNA hybridization (3). All these inhibitors block the proteolytic activity of the 26 S proteasome without influencing its ATPase or isopeptidase activities. The three gene expression profiles were very similar, revealing 52 genes that are induced more than 5-fold and 34 genes that are repressed more than 5-fold by at least one of the inhibitors.A gene raising interest and found to be up-regulated on all three cDNA array chips was ERK3, a MAP 1 kinase of the extracellular signal-regulated kinase (ERK) subfamily. MAP kinases are serine/threonine kinases that are phosphorylated and thereby activated in response to a wide array of stimuli and are part of sequentially acting complex protein kinase cascades...