B-Raf is a key regulator of the ERK pathway and is mutationally activated in two-thirds of human melanomas. In this work, we have investigated the activation mechanism of B-Raf and characterized the roles of Ras and of B-Raf phosphorylation in this regulation. Raf-1 is regulated by an N-terminal autoinhibitory domain whose actions are blocked by interaction with Ras and subsequent phosphorylation of Ser 338 . We observed that B-Raf also contains an N-terminal autoinhibitory domain and that the interaction of this domain with the catalytic domain was inhibited by binding to active HRas. However, unlike Raf-1, the phosphorylation of BRaf at Ser 445 was constitutive and was only moderately increased by expression of constitutively active H-Ras or constitutively active PAK1. Ser 445 phosphorylation is important to the B-Raf activation mechanism, however, because mutation of this site to alanine increased the affinity of the regulatory domain for the catalytic domain and increased autoinhibition. Similarly, expression of constitutively active PAK1 also decreased autoinhibition. B-Raf autoinhibition was negatively regulated by acidic substitutions at phosphorylation sites within the activation loop of B-Raf and by the oncogenic substitution V599E. However, these substitutions did not affect the ability of the regulatory domain to co-immunoprecipitate with the catalytic domain. These data demonstrate that B-Raf activity is autoregulated, that constitutive phosphorylation of Ser 445 primes B-Raf for activation, and that a key feature of phosphorylation within the activation loop or of oncogenic mutations within this region is to block autoinhibition.Raf proteins are Ras-regulated serine/threonine protein kinases that control the activation of the ERK 1 /MAPK cascade and, as such, control a basic mechanism by which cells respond to extracellular ligands (1-4). They regulate ERK activation through the direct phosphorylation of MEK1 and MEK2, which then phosphorylate and activate ERK1 and ERK2. Once activated, ERKs phosphorylate a large number of cytoplasmic and nuclear substrates that enable Ras to control such diverse processes as cellular proliferation, transformation, and differentiation (5).The Raf family consists of three isoforms, A-Raf, B-Raf, and Raf-1 (C-Raf), which exhibit a high degree of homology within three conserved regions (CR) known as CR1, CR2, and CR3. CR1 contains a Ras-binding domain (RBD) as well as an adjacent cysteine-rich domain (CRD). CR2 comprises a small region with a conserved Akt phosphorylation site, and CR3 encompasses the catalytic domain. Outside of these regions, Raf proteins exhibit little identity to each other. Raf family members also display different abilities to phosphorylate and activate MEK1 and MEK2, with B-Raf being the most active, followed by Raf-1 and then A-Raf (6, 7). In fact, in many cell types, B-Raf appears to constitute the majority of detectable MEK kinase activity (8 -11). These findings, coupled with the normal ERK activation kinetics displayed in A-Raf or Raf-1 kn...