Functional significance of RARbeta2 as a putative tumor suppressor gene has been studied in breast cancer and other tumors. The long 5'-untranslated region (5'-UTR) of its transcript with multiple open-reading frames (uORFs) is considered as a regulatory unit for translation. Here, for the first time we identified RARbeta2 transcript variants with short 5'-UTRs in both normal and malignant breast epithelial cells. The 5'-RACE analysis of RARbeta2 mRNA in these cells demonstrated the existence of short RARbeta2 transcript variants that are identical to the sequence of known RARbeta2, but lack all the uORFs present in the full-length 5'-UTR. By RT-PCR analysis, we found that the expression of both transcripts with short and full-length 5'-UTR is mediated by retinoic acid, while cellular sensitivity is preferentially correlated to upregulation of short RARbeta2 transcript variants in response to retinoic acid. The transfection and in vitro translation assay indicated that the short 5'-UTR has no inhibitory effects on translation, while the presence of full-length 5'-UTR inhibited translation by 60%. In addition, no promoter activity was detectable in RARbeta2 full-length 5'-UTR region. Our data suggest that the RARbeta2 transcript variants with short 5'-UTR may serve as major transcripts for RARbeta2 protein translation as well as potential targets for retinoids in breast cancer prevention and therapy studies.