(uPA) is decreased in lung fluids of patients with acute lung injury/acute respiratory distress syndrome (ALI/ARDS) whereas ␣2-macroglobulin (␣2-M), a plasma proteinase inhibitor, is a major component of these fluids. Since there have been reports describing the ability of ␣2-M to form complexes with uPA in vitro, we hypothesized that ␣2-M may interact with uPA in the lung to modulate its biological activity. Pulmonary edema fluids and lung tissues from patients with ALI/ARDS were evaluated for the presence of uPA associated with ␣2-M. Complexes between ␣2-M and uPA were detected in alveolar edema fluids as well as in lungs of patients with ALI/ARDS where they were located mainly in close proximity to epithelial cells. While uPA bound to ␣2-M retains its amidolytic activity towards low-molecularweight substrates, it is not inhibited by its main physiological inhibitor, plasminogen activator inhibitor 1. We also investigated the functional consequences of formation of complexes between uPA and ␣2-M in vitro. We found that when ␣2-M:uPA complexes were added to cultures of human bronchial epithelial cells (BEAS-2B), activation of nuclear factor-B as well as production of interleukin-6 and -8 was substantially suppressed compared with the addition of uPA alone. Our findings indicate for the first time that the function of uPA in patients with ALI/ARDS may be modulated by ␣2-M and that the effects may include the regulation of the fibrinolytic and signaling activities of uPA. epithelial cells; lung; inflammation; ␣ 2-macroglobulin; urokinase ␣ 2 -MACROGLOBULIN (␣ 2 -M), a high-molecular-weight (HMW; Ͼ700 kDa) plasma glycoprotein, forms a tetramer composed of identical subunits, linked in pairs by disulfide bonds. The major source of plasma ␣ 2 -M is the hepatocyte; however, other cells including monocytes and macrophages synthesize and secrete this protein. ␣ 2 -M is a "slow acting" proteinase inhibitor that binds proteinases from all major classes. The mechanism by which ␣ 2 -M inhibits proteinases is unique. When proteinases hydrolyze the specific peptide bond localized in the so called "bait" region of ␣ 2 -M, the resulting conformational change irreversibly traps the enzyme within the ␣ 2 -M molecule. One or two molecules of proteinase are bound per molecule of ␣ 2 -M depending on the association rate constant and possibly on the size of the proteinase. Further, among proteinase inhibitors, only ␣ 2 -M-entrapped enzymes can still interact with low-molecular-weight (LMW) substrates and inhibitors, which are able to reach the active site of the enzyme located in a "molecular cage" type complex with ␣ 2 -M.Conformational change of the ␣ 2 -M, which occurs upon reaction with proteinases, exposes binding sites for the ␣ 2 -M receptor/low-density lipoprotein receptor-related protein (LRP). LRP is present on the surfaces of many different cell types, including hepatocytes, macrophages, and dendritic cells. ␣ 2 -M in its native form does not bind LRP whereas ␣ 2 -M-proteinase complexes rapidly undergo endocytosis (6,18,...