The nuclear receptor Rev-erb␣ is a potent transcriptional repressor that regulates circadian rhythm and metabolism. Here we demonstrate a dissociation between Rev-erb␣ mRNA and protein levels that profoundly influences adipocyte differentiation. During adipogenesis, Rev-erb␣ gene expression initially declines and subsequently increases. Remarkably, Rev-erb␣ protein levels are nearly the opposite, increasing early in adipogenesis and then markedly decreasing in adipocytes. The Rev-erb␣ protein is necessary for the early mitotic events that are required for adipogenesis. The subsequent reduction in Rev-erb␣ protein, due to increased degradation via the 26S proteasome, is also required for adipocyte differentiation because Rev-erb␣ represses the expression of PPAR␥2, the master transcriptional regulator of adipogenesis. Thus, opposite to what might be predicted from Rev-erb␣ gene expression, Rev-erb␣ protein levels must rise and then fall for adipocyte differentiation to occur.The conversion of fibroblastic preadipocytes to mature adipocytes involves the temporal and hierarchical coordination of intracellular signaling molecules and transcription factors (11,34). Differentiation of the widely used 3T3-L1 preadipocyte cell line requires extracellular signals, including cell contact, glucocorticoids, and serum-derived factors, as well as intracellular accumulation of cyclic AMP (39). Together, these initiators lead confluent preadipocytes to undergo two rounds of cell division that are required for adipogenesis (41). They also induce early transcription factors, notably, CCAAT enhancerbinding proteins (C/EBP)  and ␦, to instigate a cascade of transcriptional events that ultimately results in withdrawal from the cell cycle in the process of differentiation into mature postmitotic adipocytes (8,47,49). C/EBP, in particular, induces nuclear receptor peroxisome proliferator-activated receptor ␥ (PPAR␥) (17,35,36,47), the master transcriptional regulator of adipogenesis whose high-level expression in adipocytes is both necessary and sufficient for adipocyte-specific gene expression and the adipocyte phenotypes (6,42,43). PPAR␥ and C/EBP␣ induce one another to maintain the differentiated adipocyte phenotype (9, 33). Other transcription factors, such as ADD1/SREBP and KLF5, also play important roles in adipogenesis (23, 30).Rev-erb␣ is an orphan nuclear receptor that has also been implicated in adipocyte differentiation (5,12,24). It is highly expressed in adipose tissue, and its gene expression is specifically induced in differentiating adipocytes (5, 14). Rev-erb␣ mRNA is transcribed from the opposite strand of the thyroid hormone receptor (TR) ␣ gene and is antisense to the TR␣2 splice product which encodes a non-thyroid hormone-binding TR variant (26, 29). The Rev-erb␣ protein lacks the classical nuclear receptor C-terminal activation domain but binds to nuclear receptor corepressor (N-CoR) and hence functions as a potent transcriptional repressor (18). Recently, Rev-erb␣ has been shown to function as a core negative ...