Type II transmembrane serine proteases (TTSPs) are a newly recognized family of S1 class proteolytic enzymes, with 20 distinct members known in mice and humans. TTSPs are divided into four subfamilies based on their modular structure [1]. The HAT ⁄ DESC sub-family is the largest and is comprised of HAT, DESC1-4 and HAT-like HATL3-5. It exhibits the simplest modular structure of the stem region, which consists of a single sea urchin sperm protein, an entero-peptidase and an agrin domain (SEA). The matriptase subfamily contains three highly homologous proteases: matriptase, matriptase-2 and matriptase-3. All matrip-tases have similar stem regions, with one SEA, two C1r ⁄ C1s, urchin embryonic growth factor, bone morphogenic protein-1 (CUB), and three (matriptase-2 and matriptase-3) or four (matriptase) low-density Type II transmembrane serine proteases are an emerging class of proteo-lytic enzymes involved in tissue homeostasis and a number of human disorders such as cancer. To better define the biochemical functions of a subset of these proteases, we compared the enzymatic properties of matriptase, matriptase-2, hepsin and DESC1 using a series of internally quenched fluorogenic peptide substrates containing o-aminobenzoyl and 3-nitro-tyro-sine. We based the sequence of the peptides on the P4 to P4¢ activation sequence of matriptase (RQAR-VVGG). Positions P4, P3, P2 and P1¢ were substituted with nonpolar (Ala, Leu), aromatic (Tyr), acid (Glu) and basic (Arg) amino acids, whereas P1 was fixed to Arg. Of the four type II trans-membrane serine proteases studied, matriptase-2 was the most promiscuous , and matriptase was the most discriminating, with a distinct specificity for Arg residues at P4, P3 and P2. DESC1 had a preference similar to that of matriptase, but with a propensity for small nonpolar amino acids (Ala) at P1¢. Hepsin shared similarities with matriptase and DESC1, but was markedly more permissive at P2. Matriptase-2 manifested broader specifici-ties, as well as substrate inhibition, for selective internally quenched fluorescent substrates. Lastly, we found that antithrombin III has robust inhibitory properties toward matriptase, matriptase-2, hepsin and DESC1, whereas plasminogen activator inhibitor-1 and a 2-antiplasmin inhibited matriptase-2, hepsin and DESC1, and to a much lesser extent, matriptase. In summary, our studies revealed that these enzymes have distinct substrate preferences. Abbreviations a 1-ACT, a 1-antichymotrypsin; AEBSF, 4-(2-aminoethyl)-benzenesulfonylfluoride hydrochloride; AMC, 7-amino-4-methylcoumarin; a 1-AP, a 1-antiplasmin;; a 1-AT, a 1-antitrypsin; AT III, antithrombin III; IQF, internally quenched fluorescent; PAI-I, plasminogen activator inhibitor I; PAR-2, protease-activated receptor-2; proMSP-1, macrophage-stimulating protein 1 precursor; PS-SCL, positional scanning-synthetic combinatorial libraries; TTSP, type II transmembrane serine protease.