Supplementary Methods Plasmids and Expression Vectors The c-Myc expression vectors pRcCMV-Myc2 and retroviral pWZLneo-Myc2 have been previously described30, 13. To generate Myc-YFP, the EcoR1-BamHI cMyc fragment was removed from pBabepuro-Myc2ER13 and subcloned into EcoR1-BamH1-digested pEYFP-N1 (Clontech), resulting in fusion of Yellow Fluorescent Protein (YFP) to the C-terminus c-Myc. To generate pBabepuroARF, the EcoR1 fragment digested from pCMV5-ARF (containing mouse p19ARF) was inserted into the EcoR1 site of the retroviral pBabepuro vector. For pBabehygro-Myc2ER, the EcoRI fragment was digested from pBabepuro-Myc2ER was inserted into the EcoRI site of the retroviral pBabehygro vector. All constructs were verified by sequencing. The luciferase and SEAP reporter constructs, htertSEAP, cul1-luc, gadd45-luc and pdgfr-luc, have been previously described8, 10, 11, 12. pRL-TK was obtained from Promega. c-Myc deletion constructs were made using PCR-mediated mutagenesis (Advantage 2 PCR system; Clontech). All mutations were confirmed by DNA sequencing. To generate c-Myc N ( 1-167), an ATG in optimal Kozak consensus sequence (ACCATGG) was introduced at amino acid 168 by PCR amplification using the primers 5’ AAGCTTACCATGGGGCACAGCGTCT 3’ and 5’ GCGTCTAGATAGGTCAGTTTATGCACCAGAG 3’ and the cDNA was transferred to pGEM-T Easy Vector (Promega) followed by subcloning into pcDNA3 (Invitrogen). To generate c-Myc C (368-439), a TAA stop codon with XbaI site was introduced at amino acid 368 by PCR amplification using the primers 5’ CTACCAGGCTGCGCGCAAAGAC 3’ and 5’ CGTCTAGACTATTACCTCCTCTGACGTTCC 3’ and the PCR product was transferred to pGEM-T Easy Vector followed by SacII/XbaI digestion. The SacIIXbaI c-Myc fragment from pRcCMV-Myc2 was then substituted by the SacIIXbaI c-Myc C fragment. To generate c-Myc N+C (167 + 368-439), the HindIII-BfaI fragment of c-Myc C was substituted by the HindIII-BfaI fragment of c-Myc N. To generate c-Myc 1-144, an ATG start codon in Kozak consensus sequence with EcoRI site was introduced at the N-terminus and a TAA stop codon with EcoRI site was introduced at amino acid 145 using the primers 5’ GAATTCGCCACCACGATGCCCCTC 3’ and 5’ CTAGTGATTTTACAGCTTGGCAGCGGC 3’. The PCR product was then subcloned into the EcoR1 site of pCMV-Tag2 (Stratagene). For generation of cMyc 250-367, the same strategy was employed using the primers 5’ GAATTCGCCACCATGGACTCTGAAGAACAA 3’ and 5’ GGCCTCGAGCTATTAGTTCCTCCTCTGACG 3’. Cell Culture, Transfection, and Retroviral Infection Cos-7 cells, p53-/- MEFs, ARF-/- MEFs, p53/ARF double null (DKO) MEFs and REF112 cells were cultured in DMEM with 10% calf serum. Wild-type MEFs from day 14 embryos were isolated and maintained on a 3T9 protocol and propagated in DMEM with 10% fetal calf serum (FCS). HO16 (c-myc-/-) cells were maintained as previously described13. Cos-7 cells were transfected using the calcium phosphate method, and MEF cells using Fugene 6 (Roche), with the indicated plasmids. Cells were subjected to analysis approximately 48 hr after transfection. The p53-/- MycER MEFs and DKO MycER MEFs were generated using the retroviral expression vector pBabehygro-Myc2ER as described previously13. Rat1a stably expressing c-MycER with or without ARF were generated as described previously13 using the retroviral expression vectors pBabepuro-ARF and pWZLneo-c-Myc2ER. PCR primers Quantitative Real-Time PCR Nucleolin fwd: 5’ ACACCAGCCAAAGTCATTCC 3’ rev: 5’ ATCCTCATCACTGTCTTCCTTC 3’ CDK4 fwd: 5’ GCAGTCTACATACGCAACAC 3’ rev: 5’ TCGTCTTCTGGAGGCAATC 3’ eIF4E fwd: 5’ GGACGGGATTGAGCCTATGTG 3’ rev: 5’ CAGCAGTGTCTCTAGCCAGAAG 3’ htert fwd: 5’ ATGGCGTTCCTGAGTATGG 3’ rev: 5’ TGAGTGTCCAGCAGCAAG3’ Cul1 fwd: 5’ GCTTGTGGTCGCTTCATAAAC 3’ rev: 5’ TGTCTTCTAGTTCTGCCTCTTC 3’ gadd45 fwd: 5’ GCTGGCTGCTGACGAAGAC 3’ rev: 5’ CGGATGAGGGTGAAATGGAT 3’ p15INK4b fwd: 5’GGTTCCCTCCGCCTTCTG 3’ rev: 5’ GCCCTCTTCGTGCTTGCA 3’ ChIP eIF4E fwd: 5’ AGAGGCCTAAATCCAACTCGGCA 3’ rev: 5’ AAGGCAATACTCACCGGTTCCACA 3’ Nucleolin fwd:5’ GGCGATCTGCTGTCTCTG 3’ rev: 5’ CAACTGCTTCCCACTTCTC 3’ Northern Blot Analysis Total RNA was prepared from cells with TRIzol reagent (Invitrogen). Ten µg of total RNA was separated on 1% agarose, 5.4% formaldehyde denaturing gels and transferred to Hybond-N+ membranes (Amersham). Blots were then UV crosslinked, prehybridized, hybridized, and washed according to the manufacturer’s instructions (ULTRAhyb; Ambion). cDNA probes were labeled with [32P]-dCTP (ICN) using the PrimeIt II random labeling kit (Stratagene). Cell Proliferation and Apoptosis Assays One day after seeding at 5x104/35 mm dish in media containing 10% FCS, p53-/MycER and DKO MycER MEFs were treated with 1 M OHT as indicated and refed with media containing 1 M OHT daily. The number of attached cells (living cells) and floating cells (apoptotic cells) was determined in triplicate at the indicated times. Apoptosis was confirmed by detection of caspase-3 activation using a specific antibody (Pab CM1; BD PharMingen). Each time course was representative of at least two different monoclonal cell lines. For growth rate analysis of Rat1a MycER or Rat1a MycER+ARF monoclonal cell lines, cells were seeded and treated as described above except cells were shifted into media containing 20%FCS and 0.25 M OHT. For the apoptosis assay, Rat1a MycER cell or Rat1a MycER+ARF cell lines were plated at 2.5x105/35 mm dish and shifted 48 hr later into media containing 0.5% serum without or with 1 M OHT for 4 days. The number of floating (apoptotic) and attached (living) cells was determined in triplicate at the indicated times. Apoptosis was confirmed using DNA fragmentation analysis as described previously13. The data was converted to ratio of apoptotic cells to living cells and plotted over time. Representative data is shown from experiments using four different monoclonal cell lines.