ErbB2 is a receptor tyrosine kinase whose activity in normal cells depends on dimerization with another ligand-binding ErbB receptor. In contrast, amplification of c-erbB2 in tumors results in dramatic overexpression and constitutive activation of the receptor. Breast cancer cells overexpressing ErbB2 depend on its activity for proliferation, because treatment of these cells with ErbB2-specific antagonistic antibodies or kinase inhibitors blocks tumor cells in the G 1 phase of the cell cycle. Intriguingly, loss of ErbB2 signaling is accompanied by a decrease in the phosphotyrosine content of ErbB3. On the basis of these results, it has been proposed that ErbB3 might be a partner for ErbB2 in promoting cellular transformation. To test this hypothesis and directly examine the role of the ''kinase dead'' ErbB3, we specifically ablated its expression with a designer transcription factor (E3). By infection of ErbB2-overexpressing breast cancer cells with a retrovirus expressing E3, we show that ErbB3 is an essential partner in the transformation process. Loss of functional ErbB2 or ErbB3 has similar effects on cell proliferation and cell cycle regulators. Furthermore, expression of constitutively active protein kinase B rescues the proliferative block induced as a consequence of loss of ErbB2 or ErbB3 signaling. These results demonstrate that ErbB2 overexpression and activity alone are insufficient to promote breast tumor cell division. Furthermore, we identify ErbB3's role, which is to couple active ErbB2 to the phosphatidylinositol 3-kinase͞protein kinase B pathway. Thus, the ErbB2͞ErbB3 dimer functions as an oncogenic unit to drive breast tumor cell proliferation.T he family of ErbB receptor tyrosine kinases includes four members: epidermal growth factor (EGF) receptor͞ErbB1, ErbB2, ErbB3, and ErbB4. Binding of peptides of the EGFrelated growth factor family to the extracellular domain of ErbB receptors results in the formation of homo-and heterodimers. Ligand binding induces the intrinsic receptor kinase activity, ultimately leading to stimulation of intracellular signaling cascades (1, 2). The physiological role of ErbB2, in the context of ErbB ligand signaling, is to serve as a coreceptor (3, 4). In fact, ErbB2 appears to be the preferred partner of the other ligandbound ErbBs (5, 6). The importance of heterodimer-mediated signaling in normal development is obvious from studies in genetically modified mice. This is particularly true for ErbB2͞ ErbB3 and ErbB2͞ErbB4 heterodimers. Loss of ErbB2 or ErbB3 has a similar impact on neuronal development (7), whereas loss of ErbB2 or ErbB4 has major effects on heart development (8, 9).A wealth of clinical data has demonstrated that ErbB receptor tyrosine kinases, in particular ErbB1 and ErbB2, have roles in human cancer development, thus making them attractive targets for cancer therapies (10-13). ErbB2 overexpression, generally attributable to gene amplification, occurs in 25-30% of breast cancer and correlates with shorter time to relapse and lower overall survival (1...