The L-myc oncogene is commonly expressed in small cell lung cancer (SCLC) cells and is associated with SCLC cells with a high level of neuroendocrine differentiation and a relatively low proliferative index. We have previously reported that all-trans-retinoic acid (RA) inhibits the growth of NCI-H82 SCLC cells in association with increased neuroendocrine differentiation, increased L-myc gene expression and decreased c-myc gene expression. In the present report, the mechanism of RA-mediated L-myc up-regulation in NCI-H82 SCLC cells was determined by analysing transcriptional and post-transcriptional control of L-myc gene expression. Increases in steady-state levels of L-myc mRNA occurred in a dose-dependent manner after exposure to RA at a time-point prior to discernible changes in cellular morphology or growth. By nuclear run-on analysis, there was a clear increase in L-myc transcript initiation in NCI-H82 cells treated with 1 microM RA, but no alteration was noted in the baseline degree of transcript attenuation when compared to control cells. L-myc transcript half-life remained unchanged after exposure to 1 microM RA, indicating that post-transcriptional regulation is not a major factor in the control of L-myc gene expression. A marked dose-dependent increase in RARbeta expression was also demonstrated in RA-treated NCI-H82 cells. We conclude that RA-mediated up-regulation of L-myc gene expression occurs through stimulation of transcript initiation and that the biological effects of RA in SCLC cells may be mediated through RARbeta-dependent pathways.