Responses to the CDK inhibitor flavopiridol (FP) have been examined in U937 leukemia cells ectopically expressing full-length Bcl-2 or an N-terminal phosphorylation loop-deleted protein (Bcl-2). A 3-fold increase in full-length Bcl-2 protein conferred substantial resistance to ara-C-associated lethality, but not to FP-mediated cytochrome c release, caspase-3 and-9 activation and apoptosis. In a second clonal line, a 6-fold increase in Bcl-2 expression delayed but did not ultimately prevent FP-associated apoptosis. In marked contrast, cells ectopically expressing the Bcl-2 loop-deleted protein (32-80) were highly resistant to FP-mediated cytochrome c release, caspase-3, -8, and -9 activation, Bid and PARP cleavage, and apoptosis despite relatively low levels of protein expression. The loop-deleted Bcl-2, but not full-length Bcl-2 protein also protected clonogenic cells from FP-mediated lethality. Finally, in Bcl-2-overexpressing cells, FP lethality was not attenuated by the caspase-8 inhibitor IETD-FMK, arguing against a role for the extrinsic, receptor-mediated pathway in circumventing Bcl-2-associated resistance. Collectively, these findings indicate that FP induces cytochrome c release in leukemic cells despite overexpression of Bcl-2, and suggest that this event may be modulated by negative regulatory factors residing within the N-terminal phosphorylation loop region.