We reported previously that human prostate cancer cell line TSU-Pr1 can di erentiate into microglia-like cells by 12-O-tetra-decanoylphorbol-13-acetate (TPA) treatment. In this study, we identi®ed a signal transduction pathway involved in TPA-induced TSU-Pr1 cell di erentiation and investigated the mechanism of growth arrest that accompanies this di erentiation. TPAinduced di erentiation and growth arrest of TSU-Pr1 cells were inhibited by treatment with Protein kinase C (PKC) inhibitor GF109203X and mitogen-activated protein (MAP) kinase inhibitor PD98059. Treatment of TSU-Pr1 cells with TPA for 15 min or longer resulted in translocation of PKCa, PKCg, and PKCe from cytosolic to membrane fraction. Our results suggest that TPAinduced TSU-Pr1 cell di erentiation is associated with activation of MAP kinase and PKCa, PKCg, and PKCe. The mechanism of growth arrest in TSU-Pr1 cells that underwent TPA-induced di erentiation were examined for factors in the signaling pathway downstream of MAP kinase that control the cell cycle. Upregulation of p21 WAF1/CIP1 cyclin-dependent kinase inhibitor protein was observed in a manner dependent on PKC or MAP kinase. Moreover, adenovirus-mediated overexpression of recombinant p21 WAF1/CIP1 in TSU-Pr1 cells result in growth arrest, morphological change to microglia-like cells, and increased a-naphthyl acetate esterase activity, all of which are associated with cellular di erentiation. Thus, our results indicate that p21 WAF1/CIP1 mediates TPA-induced growth arrest and di erentiation of TSUPr1 cells. Oncogene (2001) 20, 1220 ± 1228.