Despite extensive study, the role of phosphatidylinositol 3-kinase (PI3-kinase) activation in CD28 function has been highly contentious. To definitively address this question, we generated knock-in mice expressing mutations in two critical domains of the cytoplasmic tail of CD28. Mutation of the proximal tyrosine motif interrupted PI3-kinase binding and prevented CD28-dependent phosphorylation of protein kinase B (PKB)/ Akt; however, there was no detectable effect on interleukin-2 (IL-2) secretion, expression of Bcl-X L , or on T-cell function in vivo. Furthermore, we demonstrate that signaling initiated by the C-terminal proline motif is directly responsible for tyrosine phosphorylation of phosphoinosotide-dependent kinase 1, protein kinase C, and glycogen synthase kinase 3â€, as well as contributing to threonine phosphorylation of PKB. T cells mutated in this domain were profoundly impaired in IL-2 secretion, and the mice had marked impairment of humoral responses as well as less severe disease manifestations in experimental allergic encephalomyelitis. These data demonstrate that the distal proline motif initiates a critical nonredundant signaling pathway, whereas direct activation of PI3-kinase by the proximal tyrosine motif of CD28 is not required for normal T-cell function.CD28 and T-cell receptor (TCR)-derived signals act synergistically, leading to optimal T-cell proliferation, cytokine secretion, and cell survival (for a review, see reference 32). The importance of CD28 in vivo is evidenced by impaired responses of CD28-deficient mice in a number of model systems, including allergic airway inflammation and experimental allergic encephalomyelitis (EAE) (13,34). In addition, the recent development of inhibitors of CD28 as effective therapeutics for autoimmune disease and transplant immunosuppression further emphasizes the critical role of this receptor in human disease (21,57).Despite extensive study, the biochemical mechanism(s) that mediates CD28 function remains incompletely understood. Specific motifs within the cytoplasmic tail of CD28 have been identified that trigger distinct signaling pathways. Binding and activation of Src family kinases to the distal proline motif (sequence PYAP) initiates signaling, whereas the proximal tyrosine motif (sequence YMNM) binds and activates the p85 subunit of phosphatidylinositol 3-kinase (PI3-kinase) as well as other adaptor proteins, including Grb2 and GADS (12,27,28,33,42,48,51). Studies have suggested that both motifs contribute to CD28-dependent interleukin-2 (IL-2) secretion and proliferation but that the upregulation of Bcl-X L is uniquely dependent on PI3-kinase activation by the proximal tyrosine at position 170 (11,25,43). The potential for extensive overlap between pathways initiated by each motif exists, as well as overlap between CD28 and TCR-derived signals, making it unclear as to whether CD28 initiates any critical, nonredundant signaling pathway.We generated gene-targeted knock-in mice expressing either wild-type CD28 or mutations in the proximal tyr...