Epithelial cell differentiation is regulated by specific combinations of growth factors, hormones, and extracellular matrix (ECM). How these divergent signals are integrated is largely unknown. We used primary cultures of normal human bronchial epithelial cells (NHBEs) to investigate mechanisms of signal integration. In defined, serum-free media, NHBEs undergo mucosecretory differentiation only when grown in the presence of retinoids and on the appropriate substratum (collagen gels). We identified the retinoic acid receptor  (RAR) gene as an early marker of NHBE differentiation. In contrast to immortalized cell lines, in NHBEs strong retinoid-induced RAR transcription occurs only when cells are grown on collagen gels, and it requires new protein synthesis and a cis-acting element that maps outside the known RAR promoter elements. NHBEs grown on collagen gels exhibit reduced epidermal growth factor (EGF)-induced Raf, MEK, and mitogenactivated protein kinase (MAPK) activity. This correlates with a specific inability to achieve high levels of p66 SHC tyrosyl phosphorylation and association of p66 SHC with GRB2, despite high levels of EGF receptor (EGFR) autophosphorylation. Notably, inhibition of EGFR or MEK/MAPK activation replaces the ECM requirement for RAR induction. Our results strongly suggest that a key mechanism by which specific ECMs facilitate retinoid-induced mucosecretory differentiation of NHBEs is by restricting the level of EGFR-dependent MEK/MAPK activation evoked by autocrine and/or paracrine EGFR ligands.Epithelial cell differentiation is a complex process that results from the integration of growth factor-, hormone-, and extracellular matrix (ECM)-derived signals (for reviews see references 17 and 38). The respiratory epithelium provides a good model system for the study of signal integration, since normal bronchial epithelial cell differentiation requires the correct combination of growth factors, retinoids, and ECM (73, 74). In vivo, the upper airways are populated with basal, ciliated, and mucosecretory (goblet) cells (reviewed in reference 24), which rest on a thin basement membrane and a thick lamina propria rich in ECM molecules such as collagens, laminin, fibronectin, and heparan sulfate proteoglycans. Vitamin A (retinol)-deficient animals develop lesions along their upper airways in which mucociliary cells are replaced with highly keratinized squamous epithelia (44, 72), indicating a critical role for retinoids in normal respiratory cell differentiation. When grown ex vivo on plastic dishes in defined serum-free media without retinoids, cultures of normal tracheal/bronchial epithelial cells undergo squamous metaplasia upon reaching confluence (30, 54). Although retinoid treatment inhibits expression of the squamous phenotype under these culture conditions (28, 30, 54), it does not stimulate mucociliary differentiation. For mucosecretory cell differentiation ex vivo, tracheal/ bronchial epithelial cells must be cultured on type I collagen gels in the presence of retinoids (29, 55, 73)...