Adenylyl cyclases are generally thought to be transmembrane-, G-protein-, and forskolin-responsive proteins, but a nontransmembrane, soluble adenylyl cyclase (sAC) 2 has been identified (1). Mammalian sAC is not activated by G-proteins or forskolin (1) but by HCO 3 Ϫ /CO 2 in a pH-independent manner (2, 3) and by Ca 2ϩ , which synergizes with HCO 3 Ϫ (4). sAC expression has been described in many human tissues (5). We have shown that it is expressed in the airway epithelium, where it represents the only known adenylyl cyclase localized to cilia (6). sAC is important for flagellar beating in sperm (7-9), and we have shown its importance for regulating ciliary beating in human airway epithelia via cAMP production upon stimulation with HCO 3 Ϫ /CO 2 (6). There are different sources of luminal bicarbonate in the airways: it can be secreted from submucosal glands and ciliated cells (10) and can also be produced de novo from CO 2 and H 2 O by locally secreted carbonic anhydrase (11). Two proteins responsible for transporting HCO 3 Ϫ into cells, Slc26a9 (12, 13) and CFTR (14), have been described in the apical membrane of airway epithelial cells. Slc26a9 is mainly a chloride channel with very low bicarbonate permeability (12); thus, the major apical HCO 3 Ϫ exchange in human airways occurs likely through CFTR (14) or is dependent on it.In 1989, the CFTR gene was linked to cystic fibrosis (15). Initial attempts to localize the protein in the airways were based on mRNA in situ hybridization and pinpointed expression mainly to submucosal gland acini (16). Significant expression of CFTR was more recently also shown in the apical membrane of ciliated cells from healthy human beings, whereas CFTR was absent in the apical membrane of cells from CF patients homozygous for the ⌬F508 mutation (17). Expression of human CFTR (driven by the ciliated cell-specific promoter foxj1) in the trachea of a CF mouse model confirmed targeting of CFTR to the apical membrane of ciliated cells while restoring forskolinstimulated chloride secretion (18). Electrolyte conductance through CFTR is usually associated with chloride transport, but bidirectional conductance of bicarbonate through CFTR has also been demonstrated and is thought to be important in the airway and in pancreatic ducts (14, 19 -21). Regulation of HCO 3 Ϫ transport through CFTR has been related to sAC in Calu3 cells, an airway epithelial cell line (22), and in corneal endothelium (23), but there are no reports of the influence of diminished bicarbonate transport through CFTR on the activity of sAC in primary airway epithelial cells, especially as it * This work was supported, in whole or in part, by National Institutes of Health