In a search for signaling molecules that act downstream of E-cadherin inactivation in cancer, we examined the expression and localization of E-cadherinassociated proteins in lobular carcinoma, in which the E-cadherin gene is frequently inactivated, and found that E-cadherin down-regulation correlated with the cytoplasmic localization of p120ctn. Similar cytoplasmic localization of p120ctn and growth factor-induced accumulation of tyrosine-phosphorylated p120ctn in the protrusive domain were observed in E-cadherin-deficient breast cancer cells. Down-regulation of endogenous p120ctn by RNA interference promoted stress fiber formation and induced a flattened morphology with an increase of Rho-GTPase activity; it also reduced the development of membranous protrusions and migratory activity in E-cadherin-deficient breast cancer cells. Inactivation of E-cadherin in cancer cells is associated with the conversion from epithelial to mesenchymal phenotype, which also occurs in physiological conditions such as developmental processes. Cytoplasmic localization of p120ctn accompanied by E-cadherin downregulation was observed in mesoderm cells that had undergone epithelial-mesenchymal transition during early mouse embryogenesis. Collectively, our results suggest that cytoplasmic p120ctn may contribute to the invasive phenotype of E-cadherin-deficient breast cancer cells. Cell-cell interactions, mediated by adhesion molecules, play vital roles in developmental morphogenesis, tissue remodeling, and carcinogenesis. 1-3 One of the major epithelial cell adhesion molecules, E-cadherin, is frequently down-regulated in various human cancers, and reduced expression of this molecule correlates with the emergence of malignant characteristics, such as loss of epithelial morphology, invasiveness, and metastasis. [3][4][5] Moreover the E-cadherin gene is somatically inactivated in diffuse-type gastric cancer and lobular carcinoma, which exhibit a highly invasive and metastatic phenotype, and carry a poor prognosis. 6 -9 On the other hand, during developmental processes, transcriptional repressors, such as the snail and ZEB families cause down-regulation of E-cadherin gene expression and epithelial-to-mesenchymal morphological transition, and increase cell motility during the various processes of organogenesis. 10 -12 Thus, regulation of E-cadherin activity is one of the fundamental mechanisms underlining morphogenesis from both a pathological and a physiological point of view.Although it is well known that E-cadherin is an invasion suppressor in many cancers, 5 the way in which it negatively regulates the invasive potential of cancer cells is poorly understood. E-cadherin has been thought to act like glue, thus presenting a barrier against cell movement. Recently it has been called into question that only such a passive role of intercellular adhesion is contributed to cancer cell invasion. The E-cadherin complex contains many cytoplasmic signaling molecules, including ␣-, -, and ␥-catenin, p120ctn, and Shc, [13][14][15][16] and E-cadher...