RCAN1, also known as DSCR1, is an endogenous regulator of calcineurin, a serine/threonine protein phosphatase that plays a critical role in many physiological processes. In this report, we demonstrate that p38 MAP kinase can phosphorylate RCAN1 at multiple sites in vitro and show that phospho-RCAN1 is a good protein substrate for calcineurin. In addition, we found that unphosphorylated RCAN1 noncompetitively inhibits calcineurin protein phosphatase activity and that the phosphorylation of RCAN1 by p38 MAP kinase decreases the binding affinity of RCAN1 for calcineurin. These findings reveal the molecular mechanism by which p38 MAP kinase regulates the function of RCAN1/calcineurin through phosphorylation. [9]. The most thoroughly characterized calcineurin substrates are the nuclear factor of activated T cells (NFAT) family transcription factors. Two distinct calcineurin docking motifs from NFAT, the PxIxIT and LxVP binding motifs, have been identified [1013]. The PxIxIT motif is proposed to be the main calcineurin binding site, and it is present in many other calcineurin substrates and regulatory proteins. NFAT transcription factors are expressed in most immune cell types and play a central role in the regulation of cytokine gene expression. The localization of NFAT is regulated by its phosphorylation status. Calcineurin dephosphorylates multiple residues within the regulatory domain of NFAT, leading to its nuclear translocation and the activation of target genes including PTGS2 (COX-2) and TNF- (TNFA) [11,14].The regulation of calcineurin phosphatase activity by cellular inhibitors may have potential as novel modulators for the treatment of calcineurin-related diseases. Several endogenous proteins can inhibit the catalytic activity of calcineurin. Modulatory calcineurin interacting proteins (also called RCAN proteins) are unique among these proteins in terms of their expression pattern, and they function in a negative feedback loop to regulate calcineurin activity. The RCAN proteins comprise a family of endogenous calcineurin regulators that are conserved from yeast to humans and are essential for normal calcineurin signaling. Previous studies have shown that RCAN1 phosphorylation alters its effect on calcineurin. Human RCAN1 is encoded within the Down syndrome critical region on chromosome 21. It is