Loss of expression of the TGF- superfamily coreceptor, the type III TGF- receptor (TRIII or betaglycan), occurs in a broad spectrum of human cancers including breast, lung, ovarian, pancreatic, prostate, and renal cell cancer. TRIII suppresses cancer progression in vivo, at least in part, by reducing cancer cell motility. However, the mechanism by which TRIII regulates migration is unknown. Here, we demonstrate an unexpected TGF- signaling independent role for TRIII in activating Cdc42, altering the actin cytoskeleton and reducing directional persistence to inhibit random migration of both cancer and normal epithelial cells. Functionally, TRIII through its interaction with the scaffolding protein -arrestin2, activates Cdc42 and inhibits migration. These studies identify a TGF- independent homeostatic function for TRIII in regulating cell migration.C ell migration is a complex process required for physiological functions including embryonic development and wound healing. Alterations in cell migration are also critical to disease pathogenesis, including inflammatory and vascular diseases, tumor cell invasion, and metastases (1, 2). The ability of cells to migrate is regulated both by the speed and the directionality of migration that can be triggered by external cues (i.e., chemotaxis) or because of the intrinsic property of cells to migrate (i.e., intrinsic persistence) that are in turn regulated by the Rho family of GTPases, integrins, the actin cytoskelton, and microtubules (3, 4). Several migratory processes in development and tissue remodeling occur without any evidence of extrinsic chemotactic signaling, relying instead on intrinsic cell migratory properties (5).The type III TGF- receptor (TRIII/betaglycan), an 849 aa heparan sulfate proteoglycan, is the most abundant and ubiquitously expressed TGF- superfamily coreceptor. TRIII has the potential to increase or decrease TGF- signaling through mechanisms yet to be fully defined (6-8). TRIII is classically thought to function as a coreceptor, presenting TGF- superfamily ligands to their respective signaling receptors (8). Recent studies have suggested essential, nonredundant roles for TRIII in regulating signaling through TRII and TRI as well as independently of TRII and TRI (9). TRIII null embryos die on embryonic day 13.5, exhibiting hepatic and cardiovascular defects (10). An essential role for TRIII has also been demonstrated in mesenchymal transformation during chick embryonic heart development (11, 12) and in mediating TGF- resistance in intestinal goblet cells (13). We have defined essential roles for the cytoplasmic domain of TRIII in mediating TGF- signaling independent of the ligand presentation role (14), along with regulating cell-surface levels of TRIII and TRII through interactions with G␣-interacting protein-interacting protein, C terminus (GIPC) (15) and -arrestin2 (16).Loss of TRIII expression has been reported in multiple cancers, with loss of expression correlating with disease progression, advanced stage, or ...