Engulfment and prompt removal of apoptotic cells occurs from embryogenesis throughout the lifespan of multi-cellular organisms. A new player, Pallbearer, has recently been identified in Drosophila as being important for efficient engulfment by macrophages. Pallbearer is a component of the SCF E3 ubiquitin ligase complex involved in ubiquitylation of proteins targeted for proteasomal degradation. This work provides the first link between the cellular processes of ubiquitylation/proteasomal degradation and the ability to efficiently clear apoptotic cells.The efficient engulfment and removal of apoptotic cells is important for tissue homeostasis and immunological self-tolerance 1 . Such engulfment is carried out by competent neighboring cells or by professional phagocytes, such as macrophages and immature dendritic cells. In recent years, the molecular underpinnings of this process have begun to be revealed through studies in the model organisms C. elegans and Drosophila, along with molecular and biochemical studies in mammalian cells and via knockout mice 2, 3 . Three key steps in the phagocytic removal of apoptotic cells are recognition, internalization and degradation. Apoptotic cells display several "eat-me" markers that serve as molecular cues for phagocyte recognition and to initiate engulfment via receptors on the phagocyte. The most prominent of these "eat-me" signals is the exposure of phosphatidylserine (PS) on the outer leaflet of the plasma membrane 4 . Multiple modes of PS recognition have been defined, including the recent identification of direct PS-binding receptors Bai1, Tim4 and Stabilin-2 5-7 . Upon encountering the apoptotic target, rearrangement of the actin cytoskeleton occurs in the phagocyte, driven primarily by the Rho GTPase Rac 8 . This leads to the formation of an actin-rich phagocytic cup that envelops the apoptotic cell. After internalization, the corpse proceeds through the phagolysosomal pathway where the remnants of the apoptotic cell are degraded and processed. Although the degradative step remains poorly understood, this process is clearly important for antigen presentation and protein recycling and may impact the efficiency of corpse engulfment 9, 10 .The post-translational modification of proteins by ubiquitylation has a well-documented role in targeting proteins for proteasomal degradation and regulation of numerous cellular processes including protein transport, cell cycle progression, DNA repair and inflammation [11][12][13] . Ubiquitylation is carried out through a series of enzymatic steps that results in the covalent attachment of the 8 kDa ubiquitin (Ub) protein to lysine residues on substrate proteins. The Ub-activating enzyme (E1) transfers Ub to Ub-conjugating enzymes (E2). The Ub-ligases (E3) bind to substrate proteins and promote transfer of the Ub from E2 to specific lysine residues on the target protein. Substrate specificity for ubiquitylation is determined by