The proto-oncogene cyclin D1 and the neuron-specific cyclins p35 and p39 are expressed during brain maturation. To investigate the role of these cyclins in neuronal differentiation, we used a conditionally immortalized rat hippocampal cell line, H19-7, that expresses cyclin-dependent kinases 4 and 5 (cdk4 and -5). Cyclin D1, which activates cdk4 and binds but does not activate cdk5, was increased upon differentiation of the H19-7 cells. However, microinjection of either sense or antisense cyclin D1 cDNA or anti-cyclin D1 antibodies had no effect on morphological differentiation of the cells. On the other hand, neurite outgrowth was stimulated by expression of p35 or p39, both of which activate cdk5. A dominant-negative mutant of cdk5 blocked both p35- and p39-induced neurite extension as well as basic fibroblast growth factor (bFGF)-induced neuronal differentiation. However, of these cyclins, only antisense p39 prevented bFGF-induced neurite outgrowth. These studies indicate that cyclin D1 is neither necessary nor sufficient for morphological differentiation, that p35 is sufficient but not required, and that p39 is both necessary and sufficient for neurite outgrowth in the hippocampal cells. Taken together, these results represent the first demonstration of a specific role for p39 in neuronal differentiation, implicate the cyclin-activated kinase cdk5 in this process, and indicate that p39 is able to mediate neurite outgrowth in the presence or absence of cyclin D1.