We have reported that expression of Sprouty 2 (Spry2) is necessary for tumor formation by HRas V12 -transformed fibroblasts. We now report on the role of Spry2 in the inhibition of UV 254 nm radiation-induced apoptosis in HRas V12 -transformed human fibroblasts. Silencing Spry2 in this context resulted in increased apoptosis, associated with decreased Akt activation and decreased phosphorylation of HDM2 at Ser-166, which has been shown to stabilize HDM2. As a consequence, when cells with silenced Spry2 were UV-irradiated, they exhibited diminished levels of HDM2 and elevated levels of p53. In agreement with these findings, overexpression of Spry2 in the parental non-transformed fibroblasts led to increased Akt activation and to the stabilization of HDM2. It also led to diminished expression of p53 and decreased apoptosis following UV irradiation. Silencing Spry2 in HRas-transformed cells decreased Rac1 activation, but independent expression of Spry2 in the non-transformed parental cells had no effect on Rac1, suggesting a specific involvement in the activation of Rac1 by Ras. Silencing Spry2 in HRas V12 -transformed cells resulted in diminished interaction between HRas and Tiam1, a Rac1-specific nucleotide exchange factor. Expression of constitutively active Rac1 in cells with silenced Spry2 partly reversed the effect of Spry2 down-regulation. Furthermore, loss of Spry2 expression in HRas V12 -transformed cells augmented the cytotoxicity of the DNA-damaging, chemotherapeutic agent cisplatin, a process that was also reversed by active Rac1. Together, these data show that Spry2 inhibits apoptosis in response to DNA damage by regulating Akt, HDM2, and p53, by a process mediated partly by Rac1.Ras is an important regulator of cellular proliferation and survival (1). In appropriate cellular contexts, oncogenic activation of Ras inhibits apoptosis in response to DNA damage caused by UV irradiation or by chemotherapeutic agents, such as cisplatin (2, 3). This effect is mediated by phosphatidyl-inositol-3-kinase (PI3K) 3 and Rac1 (4). PI3K activates several effector proteins, including the serine/threonine kinase Akt, which controls survival proteins, such as the human homolog of the murine double mutant 2 (HDM2) (5-7). Rac1, a member of the Rho family of GTPases, plays an important role in the transformation of fibroblasts by Ras. Although Rac1 is mainly involved in the regulation of migration, adhesion, and cell division, a number of studies also implicate Rac1 in the regulation of apoptosis (8, 9).Apoptosis in response to DNA damage is under the immediate control of HDM2 and p53 (10). Under physiological conditions, transcription factor p53 is maintained at a low level by the ubiquitin-protein isopeptide ligase (E3) HDM2, which ubiquitinates p53 and targets it for proteasomal degradation. p53 is activated in response to cellular stresses that induce DNA damage. Then, the ubiquitination of p53 by HDM2 is abolished, and p53 translocates to the nucleus, where it induces the transcriptional activation of genes that media...