. The mechanism by which the nongenomic effects of E 2 contributed to the protection against mitochondrial membrane depolarization was investigated. Mitochondrial membrane integrity is regulated by phosphorylation of BAD, and it is known that phosphorylation of Ser 112 inactivates BAD and prevents its participation in the mitochondrial death pathway. We found that E 2 rapidly increased both the phosphorylation of ERK2 and Ser 112 in BAD. Ser 112 is phosphorylated by p90 ribosomal S6 kinase (RSK), a Ser/Thr kinase, which is a downstream effector of ERK1/2. Inhibition of RSK by the RSK-specific inhibitor SL0101 did not reduce the level of E 2-induced phosphorylation of Ser 112 . Silencing BAD using small interfering RNA did not alter mitochondrial membrane depolarization elicited by peroxide insult. However, under the same conditions, silencing ERK2 dramatically increased membrane depolarization compared with the control small interfering RNA. Therefore, ERK2, functioning through a BAD-independent mechanism regulates MMP in humans lens epithelial cells. We propose that estrogen-induced activation of ERK2 acts to protect cells from acute oxidative stress. Moreover, despite the fact that ERK2 plays a regulatory role in mitochondrial membrane potential, estrogen was found to block mitochondrial membrane depolarization via an ERK-independent mechanism. 17-estradiol; mitochondrial membrane potential; mitochondrial permeability transition OXIDATIVE STRESS CAUSES PROFOUND INJURY to a diverse number of intracellular macromolecules in eukaryotes, including lipid peroxidation, protein alteration, breakage of covalent bonds of carbohydrates, and cleavage of DNA strands. Mitochondria are particularly susceptible to oxidative damage with consequent depolarization of mitochondrial membrane potential (8,10,24). Hyperoxic oxygen uncouples mitochondrial electron transport in human lens epithelial cells (HLE-B3) cells. This uncoupling of electron transport increases the levels of reactive oxygen species (ROS; Ref. 22) and decreases cellular ATP production. Similarly, hydrogen peroxide (H 2 O 2 ) directly collapses mitochondrial membrane potential (⌬⌿ m ) in a variety of cell types, causing decreases and increases in ATP and ROS production, respectively (12).Pretreatment of cells with estrogen prevents most of the mitochondrial changes elicited by oxidative stress. Estradiol blocks membrane oxidation at physiological concentrations (17). Estrogen treatment reduces lipid peroxidation induced by glutamate and attenuates the increase in intracellular peroxide induced by bolus H 2 O 2 addition (16) or by mitochondrial toxins (41). Mitochondria play a central role in the generation of biological forms of energy and also in the production of ROS. The damage observed in mitochondria from disease and/or experimental insults such as H 2 O 2 lead to deficiency in ATP production, as well as a concomitant increase in production of ROS, overwhelming cellular antioxidant defense systems. Under conditions of oxidative stress, mitochondria underg...