Treatment of human melanoma cells with the differentiation-inducing agent hexamethylene bisacetamide (HMBA) results in reciprocal changes in expression of melanocyte-specific genes tyrosinase-related proteins-1 and -2 (TYRP1 and TYRP2). In this study, we investigated the effects of HMBA on cultured neonatal human cutaneous melanocytes. Flow cytometric analysis showed that HMBA inhibited 12-O-tetradecanoylphorbol-13-acetate (TPA)-dependent growth of melanocytes by reducing the population of cells entering the DNA synthesis phase of cell cycle. Melanocyte growth inhibition was accompanied by an increase in the number of cells exhibiting polydendritic morphology. This morphologic change was less pronounced when HMBA was added to melanocytes in the absence of TPA. Northern blot analyses of total cellular RNA showed that expression of microphthalmia-associated transcription factor (MITF), tyrosinase (TYR), TYRP1, Silver (SILV/Pmel17) gene was down-regulated by HMBA, while TYRP2 mRNA was up-regulated (>10-fold). When the inducer was added to cells in the absence of TPA, there was >50-fold increase in TYRP2 mRNA with a moderate increase in MITF, tyrosinase and SILV gene mRNAs and complete repression of TYRP1 gene. Studies using inhibitors for protein kinases involved in cell signaling pathways suggested that stress-activated kinase p38 and mitogen-activated protein kinase kinase MEK are involved in TPA-independent regulation of TYRP2 expression in melanocytes. These data show that treatment of proliferating melanocytes with the differentiation inducer HMBA results in a distinct change in morphology and up-regulation of TYRP2, while quiescent melanocytes respond by a dramatic increase in expression of TYRP2 without change in morphology. These results suggest an inverse relationship of TYRP2 gene regulatory mechanisms to melanocyte growth regulatory pathways.