Studies from our laboratory and those of others have implicated lipopolysaccharide (LPS)-induced MAPK signaling as an important pathway in the regulation of cytokine expression. In this article, the regulation of IL-12 expression in two different human myeloid cell populations was evaluated. In primary monocytes, the inhibition of p38 enhanced IL-12 production, whereas it downregulated IL-12 production in THP-1 cells. The role of MAPK signaling in transcription factor binding to the IL-12p40 promoter was subsequently determined. In primary monocytes, ERK and p38 inhibition increased binding of AP-1 and Sp1, respectively, to the IL-12p40 promoter, while JNK inhibition increased NF-kappaB, AP-1, and Sp1 binding. In THP-1 cells, p38, ERK, and JNK inhibition increased NF-kappaB and Sp1 binding to the IL-12p40 promoter, while inhibiting AP-1 binding. In monocytes, mutations in the NF-kappaB, AP-1, Sp1, or Ets-2 binding sites resulted in complete inhibition of LPS-stimulated IL-12p40 promoter activity using a luciferase-based assay. In contrast, promoter activity was abrogated in THP-1 cells only when the Sp1 or Ets-2 binding sites were mutated. Transcription factor binding to the IL-12p40 promoter following in-vitro HIV infection demonstrated several differences between monocytes and THP-1 cells. Infection with HIV produced an increase in NF-kappaB, AP-1, and Sp1 binding in primary monocytes. In contrast, binding of Ets-2 was dramatically impaired following HIV infection of monocytes, but was unaffected in THP-1 cells. These data clearly show that although LPS induces IL-12p40 expression in primary monocytes and THP-1 cells, the signaling pathways involved and the effect of HIV infection differ and can have disparate effects in these two cell types.