Activated Raf has been linked to such opposing cellular responses as the induction of DNA Synthesis and the inhibition of proliferation. However, it remains unclear how such a switch in signal specificity is regulated, We have addressed this question with a regulatable Raf-androgen receptor fusion protein in murine fibroblasts, We show that Raf can cause a G(1)-specific cell cycle arrest through induction of p21(Cip1). This in turn leads to inhibition of cyclin D-and cyclin E-dependent kinases and an accumulation of hypophosphorylated Rb. Importantly, this behavior can be observed only in response to a strong Raf signal, Tn contrast, moderate Raf activity induces DNA synthesis and is sufficient to induce cyclin D expression, Therefore, Raf signal specificity can be determined by modulation of signal strength presumably through the induction of distinct protein expression patterns. Similar to induction of Raf, a strong induction of activated Ras via a tetracycline-dependent promoter also causes inhibition of proliferation and p21(Cip1) induction at high expression levels. Thus, p21(Cip1) plays a key role in determining cellular responses to Ras and Raf signalling. As predicted by this finding we show that Ras and loss of p21 cooperate to confer a proliferative advantage to mouse embryo fibroblasts.