The ARF tumor suppressor controls a well-described p53/ Mdm2-dependent oncogenic stress checkpoint. In addition, ARF has recently been shown to localize to mitochondria, and to induce autophagy; however, this has never before been demonstrated for endogenous ARF, and the molecular basis for this activity of ARF has not been elucidated. Using an unbiased mass spectrometry-based approach, we show that mitochondrial ARF interacts with the Bcl2 family member Bcl-xl, which normally protects cells from autophagy by inhibiting the Beclin-1/Vps34 complex, which is essential for autophagy. We find that increased expression of ARF decreases Beclin-1/Bcl-xl complexes in cells, thereby providing a basis for ARF-induced autophagy. Our data also indicate that silencing p53 leads to high levels of ARF and increased autophagy, thereby providing a possible basis for the finding by others that p53 inhibits autophagy. The combined data support the premise that ARF induces autophagy in a p53-independent manner in part by virtue of its interaction with Bcl-xl.The ARF tumor suppressor, p14 ARF in humans and p19 ARF in mouse, is a critical growth suppressor that is up-regulated by chronic mitogenic signals and localizes predominantly to the nucleolus. At the nucleolus and in the nucleoplasm, ARF can exert both p53-dependent and -independent growth suppressive function, by virtue of interaction with and inhibition of MDM2, nucleophosmin, E2F-1, CtBP, c-Myc, as well as others (see Ref. 1 for review). Recently, a small molecular weight variant of ARF, generated by translation from an internal methionine, has been discovered to localize primarily to mitochondria and to induce autophagy (2). More recently, another group has shown that full-length ARF, in addition to the small molecular weight variant, can likewise induce autophagy (3). However, neither of these studies revealed a mechanism whereby ARF induces autophagy.Autophagy is an evolutionarily conserved homeostatic process whereby cytosolic components are targeted for removal or turnover in membrane-bound compartments (autophagosomes) that fuse with the lysosome (for review see Ref. 4). This process regulates the turnover of damaged organelles and longlived proteins that are too large to be delivered to the proteasome. Autophagy occurs constitutively at low levels and is greatly induced during period of metabolic stress, where lysosome-mediated digestion of sequestered molecules serves to release free amino acids and ATP to fuel the continued survival of the cell.Several genes are implicated in the control of autophagy. Perhaps most notable of these is Beclin-1, which is an evolutionarily-conserved mediator of autophagy, with structural similarity to the yeast autophagy gene Apg6/Vps30. Beclin-1 is a component of the class III PI3 kinase complex that includes Vps34; this complex regulates the formation and nucleation of autophagosomes, and the regulation of the activity of this complex is tightly regulated. For example, Beclin-1 possesses a BH3 domain that interacts with the BH3 bind...