The human papillomavirus type 16 (HPV-16) E5 oncoprotein is embedded in membranes of the endoplasmic reticulum and nuclear envelope with its C terminus exposed to the cytoplasm. Among other activities, E5 cooperates with the HPV E6 oncoprotein to induce koilocytosis in human cervical cells and keratinocytes in vitro. The effect of E5 on infected cells may rely on its interactions with various cellular proteins. In this study we identify calpactin I, a heterotetrameric, Ca 2؉ -and phospholipid-binding protein complex that regulates membrane fusion, as a new cellular target for E5. Both the annexin A2 and p11 subunits of calpactin I coimmunoprecipitate with E5 in COS cells and in human epithelial cell lines, and an intact E5 C terminus is required for binding. Moreover, E5-expressing cells exhibit a perinuclear redistribution of annexin A2 and p11 and show increased fusion of perinuclear membrane vesicles. The C terminus of E5 is required for both the perinuclear redistribution of calpactin I and increased formation of perinuclear vacuoles. These results support the hypothesis that the E5-induced relocalization of calpactin I to the perinuclear region promotes perinuclear membrane fusion, which may underlie the development of koilocytotic vacuoles.E5 is one of three oncoproteins encoded by human papillomavirus type 16 (HPV-16) (11, 34), the most common causative agent of cervical and anogenital cancers (3, 58). E5 is a small, hydrophobic membrane protein, which is localized in the endoplasmic reticulum (ER) and nuclear envelope (7,49). The N terminus of E5 is restricted to the ER lumen, while its C terminus is exposed to the cytoplasm (29) and mediates interactions with cytoplasmic and ER proteins, such as karyopherin 3 (27), Bap31 (43), EVER (30), and HLA class 1 (1). The C terminus of E5 is also essential for inducing koilocytosis, a long-recognized pathognomonic feature of papillomavirus infection (28). Other biological functions of E5 include the induction of epithelial tumors in transgenic mice (14), anchorage-independent growth (48), and altered epidermal growth factor endocytic trafficking (50). These functions rely upon the interactions of E5 with various cellular proteins (4,6,20,30,38,45).In this study we demonstrate that E5 binds calpactin I, potentially explaining its ability to induce perinuclear membrane fusion events. Calpactin I is a heterotetrameric protein complex that consists of two annexin A2 (ANXA2) subunits (also called lipocortin II) and two p11 subunits (also referred to as ANXA2 light chain or S100A10) (10, 17-19, 24, 41). Both components of calpactin I are important for its biological activities (41, 56). ANXA2, a 36-kDa protein that is a member of the annexin family of calcium-binding proteins, associates with phospholipids in a Ca 2ϩ -dependent manner (15, 16, 44) and regulates numerous cellular processes (12,15,22,23,36,53), including endocytosis (13,33,35,36,56) and membrane fusion (9,25,32,42). In addition to associating with p11 in the calpactin I complex, ANXA2 also can exist as ...