ERK5 activity is increased by agents known to activate receptor tyrosine kinases, G-protein coupled receptors, and stress response pathways. We now find a role for cAMP in the regulation of ERK5. ERK5 is activated by forskolin, isoproterenol, and epinephrine in NIH3T3 cells and C2C12 myoblasts. ERK1/2 are also activated by cAMP in NIH3T3 cells, but not in C2C12 myoblasts, demonstrating differential regulation of ERK5 and ERK1/2 by cAMP. We examined the effect of cell context on activation of ERK5 and discovered ERK5 activity is inhibited, rather than activated, by cAMP in confluent, serum-deprived NIH3T3 cells and C2C12 myoblasts. Our results suggest that regulation of MAP kinase pathways by cAMP is not only dictated by cell type, but also by cell context.The transmission of extracellular stimuli into intracellular responses often involves the activation MAP 1 kinase cascades (1, 2). These cascades contain three protein kinases acting in series, a MAP kinase kinase kinase (MAP3K or MEKK) which activates MAP/ERK kinases (MAP2Ks or MEKs), which phosphorylate MAP kinases. Upon activation, MAP kinases regulate cellular responses through the phosphorylation of other protein kinases, cytoplasmic-and membrane-bound proteins, and transcription factors. One of these MAP kinase cascades includes the MAP kinase ERK5 and its upstream activator MEK5. The currently known MAP3Ks that activate MEK5 are MEKK2 and MEKK3 (3, 4).MEK5-ERK5 signaling is involved in the regulation of cellular proliferation. A constitutively active variant of MEK5, MEK5DD, enhances focus formation induced by activated alleles of Raf-1 and MEK1 in NIH3T3 cells (5). ERK5 activity is required for proliferation induced by EGF and granulocyte colony-stimulating factor (6, 7) and focus formation resulting from the expression of an active mutant of Raf (5). ERK5 most likely regulates proliferative responses through the activation of downstream effectors, such as MEF2A, MEF2C, and MEF2D (8), p90 ribosomal S6 kinase (p90RSK), nuclear factor-B (NF-B) (9), and serum-and glucocorticoid-inducible kinase (SGK) (10).While cAMP mediates the trophic actions of hormones that control endocrine gland function, including the thyroid, adrenal cortex, and reproductive organs (11), cAMP inhibits the proliferation of fibroblasts. Changes in MAP kinase activity are often part of the repertoire of events required for cAMP to induce the desired cellular response. For example, ERK1/2 activity is increased by cAMP, and this activation is required for cAMP-stimulated neurite outgrowth in PC12 cells (12, 13). ERK1/2 activation is also thought be involved in cAMP-induced long term potentiation (LTP) (14, 15). The ability of cAMP to inhibit proliferation has often been attributed to a correlative cAMP-dependent protein kinase (PKA)-dependent inhibition of growth factor-stimulated activation of ERK1/2 (16 -18). It has been proposed that the variety of effects of cAMP on MAP kinase activity are derived from differences characteristic to different cell types (12, 13, 16 -21).We tested the...