Rak is a 54 kDa protein tyrosine kinase originally isolated from breast cancer cells and expressed in epithelial cells. It resembles the protooncogene Src structurally but lacks an amino-terminal myristylation site and localizes to the nuclear and perinuclear regions of the cell. We report here that expression of Rak in 2 different breast cancer cell lines inhibits growth and causes G 1 arrest of the cell cycle. This growth inhibition is kinase-dependent but does not require the Rak SH2 or SH3 domain. Rak also binds to the pRb tumor-suppressor protein but inhibits growth even in cells that lack pRb. These results suggest that Rak regulates cell growth by phosphorylating perinuclear proteins and has a function that is distinct from the Src-related kinase family. Protein tyrosine kinases play key roles in signal transduction and influence a number of cellular processes that maintain the balance between proliferation, differentiation, senescence and apoptosis. Receptor tyrosine kinases such as HER2/neu and the EGFR are expressed in breast cancer and represent important therapeutic targets. In a screen for other protein kinases expressed in human breast cancer cell lines and tissues, 1 we identified the Rak tyrosine kinase, 2 simultaneously identified as FRK. 3 Rak is a member of a subfamily of Src-related tyrosine kinases that includes Sik, 4 Brk, 5 Gtk 6 and Bsk/Iyk. 7 The distinguishing features of this subfamily of kinases is that they are all expressed primarily in epithelial tissues and share greater identity within the group than to Src itself. The Rak-related kinases are distinct from CSK 8,9 subfamily because they contain a tyrosine near their carboxy termini.All Rak-related kinases contain SH2 and SH3 domains 10 at the amino termini and a kinase domain at the carboxy termini. SH2 domains bind to phosphorylated tyrosine residues, 11 whereas SH3 domains associate with proline-rich sequences of target proteins. 12 These domains are involved in both intermolecular associations that regulate signaling cascades and intramolecular associations that autoregulate protein kinase activity. [13][14][15] At its carboxy terminus, Rak has a kinase domain and associated autophosphorylation activity. 2 In addition, the carboxy-terminal tyrosine of Rak is phosphorylated in vitro by CSK, suggesting that this may be a regulatory site. 2 While Rak resembles Src structurally, it lacks the myristylation signal that localizes Src to the cell membrane. Instead, Rak contains a putative bipartite nuclear localization signal within its SH2 domain. Rak cofractionates with nuclear proteins in some cell lines 2 but is primarily perinuclear in others and was detected in the perinuclear region in the present study. Additionally, Rak associates with pRb during the G 1 and S phases of the cell cycle by interacting with the A/B pocket of pRb, and endogenous Rak is elevated during the G 1 phase of the cell cycle. 16 Nuclear localization has also been reported for the related murine Iyk. 17 Rak also contrasts with Src tyrosine kinase in its bi...