The 14-3-3 family proteins are key regulators of various signal transduction pathways including malignant trans- formation. Previously, we found that the expression of the 14-3-3b gene is deregulated as well as c-myc gene in afla- toxin B1 (AFB1)-induced rat hepatoma K1 and K2 cells. To elucidate the implication of 14-3-3b in tumor cell growth, in this paper we analyzed the effect of forced expression of antisense 14-3-3b RNA on the growth and tumorigenicity of K2 cells. K2 cells transfected with antisense 14-3-3b cDNA expression vector diminished their growth ability in monolayer culture and in semi-solid medium. Expres- sion level of vascular endothelial growth factor mRNA was also reduced in these transfectants. Tumors that formed by the transfectants in nude mice were much smaller and histologically more benign tumors, because of their decreased level of mitosis compared with those of the par- ental cells. Frequency of apoptosis detected by terminal deoxynucleotidyl transferase-mediated dUTP nick end labeling assay was increased in the transfectant-derived tumors accompanying the inhibition of angiogenesis. In addition, over-expression of 14-3-3b mRNA was observed in various murine tumor cell lines. These results suggest that 14-3-3b gene plays a pivotal role in abnormal growth of tumor cells in vitro and in vivo. (3-6), Bcr/Bcr-Abl (7), polyoma middle T antigen (8), phos- phatidylinositol 3-kinase (9), protein kinase C (10), ASK-1 (11), BAD (12), Cdc25 (13,14), FKHRL1 transcription factor (15), keratin cytoskelton (16) and TERT telomerase subunit (17). However, the functional analysis of the 14-3-3 proteins in oncogenic transformation in vitro and in vivo is very limited. Recently Takihara et al. (18) reported that the enforced expression of 14-3-3b RNA in NIH3T3 cells confers on them a tumorigenicity in nude mice through the stimulation of mitogen-activated protein kinase (MAPK) cascade. Nonethe- less, there are conflicting reports that 14-3-3s related proteins are strongly down-regulated in SV40-transformed keratino- cytes, and in SV40- and v-Ha-ras-transformed epithelial cells (19,20). Moreover, the enforced expression of 14-3-3z in combination with ras or raf-1 cannot transform normal mouse fibroblasts (21). Thus, the real function of 14-3-3 pro- teins in oncogenic transformation is still vague. In the course of the study of aflatoxin B1 (AFB1) hepatocar- cinogenesis, we found that the expression of the 14-3-3b gene was deregulated together with the c-myc gene, which is known to cooperate with Raf-1 kinase for a cellular transformation, in AFB1-induced rat hepatocellular carcinoma K1 and K2 cells (22,23). Mutation of 14-3-3b gene locus was also detected in these cells (24). On the other hand, the mutation and/or deregu- lated expression of ras family oncogenes and suppressive oncogene such as p53 and Rb were not detected in K1 and K2 cells (24,25). Therefore, it is highly possible that 14-3-3b gene cooperates with c-myc gene in cellular transformation. In this paper, to investigate whether the over-expression of the 14-3-3b gene implicates in neoplastic phenotype of K2 cells, we established K2 cells expressing reduced level of 14-3-3b mRNA by the stable transfection with antisense 14-3-3b cDNA expression vector and analyzed their growth ability in vitro and in vivo. As we would expect, the antisense transfectants diminished their growth ability in the soft agar medium as well as in the monolayer culture. Tumors that formed by these transfectants in nude mice were much smaller and histologically more benign tumors. In these tumors, high frequency of apoptosis and inhibition of angiogenesis were also observed. Moreover, by the simultaneous addition of antisense 14-3-3b and c-myc oligodeoxynucleotides (ODNs) the K2 cell growth was diminished in a synergistic manner. We also found that the 14-3-3b gene was over-expressed in various tumor cell lines. Thus, it seems likely that the 14-3-3b gene plays an important role in tumor cell growth perhaps through the cooperation with the c-myc gene.