Increase of intracellular cyclic adenosine monophosphate by the permeant cyclic adenosine monophosphate analog, 8-(4-chlorophenylthio)-adenosine 3 H :5 H -cyclic monophosphate, is mitogenic for normal adult rat chromaf®n cells. The mitogenic effect is blocked by the phosphatidylinositol 3-kinase inhibitor, LY294002, and is associated with accumulation of phosphorylated Akt and p70S6 kinase, suggesting that cyclic adenosine monophosphate activates Type l phosphatidylinositol 3-kinase. The mechanism of activation was examined in PC12 pheochromocytoma cells, which are neoplastic chromaf®n cells that exhibit many of the biochemical characteristics of their normal counterparts. Incubation of PC12 cells with 8-(4-chlorophenylthio)-adenosine 3 H :5 H -cyclic monophosphate led to a signi®cant increase in total phosphatidylinositol 3-kinase activity that was sensitive to low concentrations of LY294002. The increase was maximal at 1 h and returned to basal levels within six hours. Immunoprecipitation studies showed no increase in phosphatidylinositol 3-kinase activity in anti-phosphotyrosine immune complexes from PC12 cells stimulated by 8-(4-chlorophenylthio)-adenosine 3 H :5 H -cyclic monophosphate, in contrast to cells stimulated by nerve growth factor. Instead, activity was demonstrated in association with p110g and p85. These ®ndings suggest that cyclic adenosine monophosphate causes activation of Types IA and IB phosphatidylinositol 3-kinase by a novel mechanism in chromaf®n and pheochromocytoma cells. That activation may contribute to chromaf®n cell proliferation and to the development and progression of pheochromocytomas. J. Cell. Biochem. Suppl. 36:89±98, 2001. Key words: adrenal medulla; PC12 cell; proliferation; Akt; MAP kinasesThe adrenal medulla contains catecholamineproducing neuroendocrine cells known as chromaf®n cells. These cells give rise to tumors known as pheochromocytomas. Although rare in most species, pheochromocytomas are common in rats and their frequency is increased by prolonged exposure to a variety of non-genotoxic agents [Tischler et al., 1989]. We have previously hypothesized that these agents induce pheochromocytomas indirectly by stimulating chromaf®n cell proliferation, thereby providing a setting that permits DNA damage leading to autonomous proliferation [Tischler et al., 1989]. Studies of chromaf®n cell proliferation thus have the dual objective of characterizing normal mitogenic signaling in these cells and determining how signaling goes awry in neoplastic transformation.Chromaf®n cell proliferation in rats appears to be under the control of neural signals and is markedly reduced by adrenal denervation [Tischler et al., 1991]. Substantial evidence suggests that the mitogenic effect of innervation is mediated, in part, by cyclic adenosine monophosphate (cAMP). The peptide neurotransmitter, pituitary adenylate cyclase-activating polypeptide (PACAP), is present in nerve ®bers that innervate a subset of chromaf®n cells in vivo [Holgert et al., 1996] and we have pre-