Bisphosphonates inhibit osteoclast differentiation/function via inhibition of Rap1A isoprenylation. As Rap1 is the effector of exchange protein directly activated by cAMP (EPAC) proteins, we determined the role of EPAC in osteoclast differentiation. We examined osteoclast differentiation as the number of primary murine/human bone-marrow precursors that differentiated into multinucleated TRAP-positive cells in the presence of EPAC-selective stimulus (8-pCTP-2=-O-Me-cAMP, 100 M; 8-pCTP-2=-O-Me-cAMP-AM, 1 M) or inhibitor brefeldin A (BFA), ESI-05, and ESI-09 (10 M each). Rap1 activity was assessed, and signaling events, as well as differentiation in EPAC1/2-knockdown RAW264.7 cells, were studied. Direct EPAC1/2 stimulation significantly increased osteoclast differentiation, whereas EPAC1/2 inhibition diminished differentiation (113؎6%, P<0.05, and 42؎10%, P<0.001, of basal, respectively). Rap1 activation was maximal 15 min after RANKL stimulation (147؎9% of basal, P<0.001), whereas silencing of EPAC1/2 diminished activated Rap1 (43؎13 and 20؎15% of control, P<0.001) and NFkB nuclear translocation. TRAP-staining revealed no osteoclast differentiation in EPAC1/ 2-KO cells. Cathepsin K, NFATc1, and osteopontin mRNA expression decreased in EPAC1/2-KO cells when compared to control. RhoA, cdc42, Rac1, and FAK were activated in an EPAC1/2-dependent manner, and there was diminished cytoskeletal assembly in EPAC1/2-KO cells. In summary, EPAC1 and EPAC2 are critical signaling intermediates in osteoclast differentiation that permit RANKL-stimulated NFkB nuclear translocation and actin rearrangements. Targeting Osteoclasts, multinucleated giant cells derived from myeloid precursors belonging to the monocyte/ macrophage family (1, 2), resorb bone during normal bone remodeling and, by increasing in number and resorptive capacity, mediate pathological bone loss, as well. Osteoclasts adhere to bone and form a sealing zone into which they secrete HCl and proteases, such as collagenases, cathepsin K, and tartrate-resistant acid phosphatase (TRAP), which dissolve the mineral and matrix components of bone (3). Myeloid precursors differentiate into osteoclasts after stimulation by macrophage colony-stimulating factor 1 (M-CSF), which acts via its receptor CSF-1R. After interaction with M-CSF, differentiation and activation of osteoclasts is mediated by a complex network of regulatory factors (systemic hormones and locally produced cytokines) and cell-cell and cell-matrix interactions that are required for transition of the osteoclast precursor into a multinucleated and fully activated osteoclast (4, 5). Among these factors, receptor activator of nuclear factor -B ligand (RANKL) is a critical extracellular regulator of osteoclast differentiation and activation (6 -10). RANKL binds to its receptor, RANK, on the surface of osteoclast precursors (OCPs), resulting in the recruitment of TNF receptor associated factors (TRAFs), which activate nuclear factor B (NFB), c-Fos, phospholipase C␥ (PLC␥), and nuclear factor of