Bax is a major proapoptotic member of the Bcl2 family that is required for apoptotic cell death. We have recently discovered that Bax phosphorylation at serine 184 induced by nicotine through activation of protein kinase AKT abolishes its proapoptotic function in human lung cancer cells. Here we found that either treatment of cells with the protein phosphatase 2A (PP2A) inhibitor okadaic acid or specific disruption of PP2A activity by expression of SV40 small tumor antigen enhanced Bax phosphorylation, whereas C 2 -ceramide, a potent PP2A activator, reduced nicotine-induced Bax phosphorylation, suggesting that PP2A may function as a physiological Bax phosphatase. PP2A co-localized and interacted with Bax. Purified, active PP2A directly dephosphorylated Bax in vitro. Overexpression of the PP2A catalytic subunit (PP2A/C) suppressed nicotine-stimulated Bax phosphorylation in association with increased apoptotic cell death. By contrast, depletion of PP2A/C by RNA interference enhanced Bax phosphorylation and prolonged cell survival. Mechanistically C 2 -ceramide-induced Bax dephosphorylation caused a conformational change by exposure of the 6A7 epitope (amino acids 13-19) that is normally hidden at its N terminus that promoted the insertion of Bax into mitochondrial membranes and formation of Bax oligomers leading to cytochrome c release and apoptosis. In addition, PP2A directly disrupted the Bcl2/Bax association to liberate Bax from the heterodimer complex. Thus, PP2A may function as a physiological Bax regulatory phosphatase that not only dephosphorylates Bax but also activates its proapoptotic function.Apoptosis occurs by activation of an intrinsic or extrinsic pathway and is largely regulated by the Bcl-2 family of apoptotic regulators that is comprised of three subfamilies (1-2). The subfamily including Bcl2, Bcl-XL, and MCL1 members block apoptosis, whereas the Bax subfamily, consisting of Bax and Bak, or the BH3 2 -only subfamily, including Bad, Bid, Bok, Bik, Bim, and PUMA, promote apoptosis (3-8). Bcl2 family members function in a tightly regulated network that protects or induces mitochondrial dysfunction. It is popularly held that antiapoptotic Bcl2 and Bcl-XL heterodimerize with proapoptotic Bax or Bak such that the hydrophobic crevices on their surfaces bind to the exposed BH3 domain of Bax or Bak to block their proapoptotic function. Thus, heterodimerization appears to regulate, at least in part, cell survival or death (5). Furthermore the BH3 domain of the proapoptotic members is required for both their oligomerization and killing activity, although homodimerization does not necessarily correlate with killing activity (9). Genetic studies using Bax and Bak single and double homozygous knock-out mice reveal that either Bax or Bak is essential for inducing mitochondrial dysfunction characterized by the release of potent caspase activators including cytochrome c (Cyt c) and Smac/Diablo that initiate the intrinsic pathway (10).Bax is the major proapoptotic Bcl2 family protein that is widely expressed in v...