Retinoic acid receptor beta (RARbeta) is thought to be involved in suppressing cell growth and tumorigenicity. Many premalignant and malignant cells exhibit a reduced RARbeta expression. However, in some of these cells (e.g. H157 human squamous cell carcinoma cells), RARbeta can be induced by retinoids (e.g. all-trans-retinoic acid, ATRA) because its promoter contains a retinoic acid response element. To examine the hypothesis that RARbeta induction is important for inhibition of cell proliferation by retinoids, we blocked ATRA-induced RARbeta expression in H157 cells using a retroviral vector harboring multiple copies of antisense RARbeta2 sequences. Antisense RARbeta-transfected cells showed not only decreased expression of ATRA-induced RARbeta protein but also reduced ATRA-induced RARE binding activity and transactivation. Importantly, all antisense RARbeta transfectants of H157 cells were less responsive than vector-transfected cells to the growth inhibitory effects of the retinoids ATRA and Ch55 in vitro. These results demonstrate that RARbeta induction may play an important role in mediating growth inhibitory effects of retinoids in cancer cells.