Addition of the ErbB-ligand, Heregulinb1 (HRG), to breast tumour-derived T47D cells promotes D-cyclin expression, p21 cip1 synthesis, cyclin-dependent kinase (CDK) activation through re-distribution of p27 kip1 and DNA synthesis. In contrast EGF has no e ect on T47D cell cycle progression. By comparing these two ligands and the use of speci®c inhibitors for phosphatidylinositol-3 kinase (PI3K), mitogen-activated protein kinase (MAPK) and p38MAPK, we have identi®ed several molecular mechanisms required for ErbB receptormediated proliferation. The PI3K, MAPK and p38MAPK pathways each displayed distinct activation pro®les in response to either HRG or EGF, with obvious di erences in both the intensity and duration of signal output. Through inhibition of each of these pathways it is apparent that each pathway is necessary, yet insu cient alone, to stimulate proliferation. Each pathway regulates distinct subsets of essential cell cycle regulators and integration of these signal networks is required for the timely expression of these components, which culminates in cell cycle progression. Signi®cantly, the mechanisms controlling ligand-stimulated proliferation through ErbB2 are strikingly similar to the mechanisms through which overexpressed, constitutively activated, ErbB2 orchestrates uncontrolled proliferation in cancer cells. This suggests that downstream e ectors of ErbB receptors represent good therapeutic targets for breast cancer.