The transforming growth factor  (TGF) 1 family of secreted factors is involved in the control of different biological processes including cell proliferation, differentiation, and apoptosis (1). TGF signals through the activation of heteromeric complexes of TGF type I (TRI) and type II (TRII) receptors (1, 2). Activated TRI phosphorylates receptor-associated Smads (Smad2 and Smad3), which then bind Smad4 and translocate to the nucleus where they regulate transcription of target genes (3, 4). TGF exhibits a tumor suppressor activity, and components of its signaling pathway are frequently mutated or silenced in colon and pancreatic cancers (1, 5). However, accumulating data indicate that TGF can positively affect tumorigenesis and contribute to the progression and invasiveness of tumors (5-8). Moreover, it was recently reported that inhibition of autocrine TGF signaling in carcinoma cells reduces cell invasiveness and tumor metastases (9, 10). These effects of TGF are associated with its ability to induce an epithelial to mesenchymal transition (EMT) and stimulate cell migration. The EMT induced by TGF results in the disruption of the polarized morphology of epithelial cells, formation of actin stress fibers, and enhancement of cell migration (8, 9). Two species of TRI, Alk2 and Alk5, have been implicated in the induction of EMT by TGF in mammary epithelial cells (11,12). It has also been reported that high levels of ectopic Smad2 and Smad3 can induce some features of EMT in mammary epithelial cells in the context of expression of an activated type I receptor (12). However, considering the complexity of TGF signaling (3,(13)(14)(15)(16), it is conceivable that other molecules can also contribute to EMT. For example, members of the AP-1 family of transcription factors have been shown to induce EMT and promote tumor invasiveness (17, 18). AP-1 complexes can be activated in response to , physically interact with Smads (13,14), and cooperate with Smads in the control of gene expression (19 -21). In addition, several other downstream signaling pathways can also be activated by TGF, including p38Mapk (21), c-jun N-terminal kinase (22, 23), and phosphatidylinositol 3-OH kinase (PI3K) (24, 25). These signaling pathways can potentially contribute to TGF1-mediated EMT, but their significance for EMT and cell migration mediated by TGF remains unclear.In this study, we used the NMuMG mammary epithelial cell line as a model for TGF1-induced EMT (11). Two metastatic breast tumor cell lines, 4T1 and EMT6, that express high levels of TGF ligands and TGF receptors were used in transcription and migration studies. We report that TGF-induced EMT