The nuclear factor-KB (NF-KB)/Rel transcription factors are recognized as critical apoptosis regulators. We reported previously that NF-KB contributes to chemoresistance of CEM human T leukemic cells in part through its ability to induce p21 waf1/cip1 . Here, we provide evidence that sequential NF-KB-activating signals induce heightened NF-KB DNA binding and p21induction in CEM and additional T leukemic cell lines. This response arises from exceedingly low basal expression of the p105/p50 NF-KB subunit encoded by the NFKB1 gene in these cell lines. An initial NF-KB activation event enhances the recruitment of p65 and ELF1 to the NFKB1 promoter, leading to p65-and ELF1-dependent synthesis of p105/p50, which promotes an exchange of NF-KB complexes to p50-containing complexes with an increased DNA-binding activity to certain NF-KB target elements. Subsequent stimulation of these cells with an anticancer agent, etoposide, results in augmented NF-KB-dependent p21 waf1/cip1induction and increased chemoresistance of the leukemia cells. Thus, we propose that low basal NFKB1 expression coupled with sequential NF-KB activation events can promote increased chemoresistance in certain T leukemic