Reactive oxygen species (ROS) generation, particularly by the endothelial NADPH oxidase family of proteins, plays a major role in the pathophysiology associated with lung inflammation, ischemia/reperfusion injury, sepsis, hyperoxia, and ventilatorassociated lung injury. We examined potential regulators of ROS production and discovered that hyperoxia treatment of human pulmonary artery endothelial cells induced recruitment of the vesicular regulator, dynamin 2, the non-receptor tyrosine kinase, c-Abl, and the NADPH oxidase subunit, p47 phox , to caveolin-enriched microdomains (CEMs). Silencing caveolin-1 (which blocks CEM formation) and/or c-Abl expression with small interference RNA inhibited hyperoxia-mediated tyrosine phosphorylation and association of dynamin 2 with p47 phox and ROS production. In addition, treatment of human pulmonary artery endothelial cells with dynamin 2 small interfering RNA or the dynamin GTPase inhibitor, Dynasore, attenuated hyperoxia-mediated ROS production and p47 phox recruitment to CEMs. Using purified recombinant proteins, we observed that c-Abl tyrosine-phosphorylated dynamin 2, and this phosphorylation increased p47 phox /dynamin 2 association (change in the dissociation constant (K d ) from 85.8 to 6.9 nM). Furthermore, exposure of mice to hyperoxia increased ROS production, c-Abl activation, dynamin 2 association with p47 phox , and pulmonary leak, events that were attenuated in the caveolin-1 knock-out mouse confirming a role for CEMs in ROS generation. These results suggest that hyperoxia induces c-Abl-mediated dynamin 2 phosphorylation required for recruitment of p47 phox to CEMs and subsequent ROS production in lung endothelium.Vascular endothelial cell (EC) 2 barrier integrity is critical to normal vessel homeostasis with defects in the EC barrier contributing to inflammation, tumor angiogenesis, atherosclerosis, and acute lung injury (1). The generation of reactive oxygen species (ROS) in the vasculature plays a major role in EC activation and barrier function (2). Of the several potential sources of ROS in the vasculature, the endothelial NADPH oxidase family of proteins is a major contributor of ROS, and accumulation of ROS is associated with lung inflammation, ischemiareperfusion injury, sepsis, hyperoxia, and ventilator-associated lung injury (3). Activation of phagocytic NADPH oxidase requires the assembly of the cytosolic p47 phox , p67 phox , p40 phox , and Rac2 with membrane-associated cytochrome b 558 reductase, which consists of p22 phox and Nox2 (gp91 phox ). Vascular cells express similar subcomponents to phagocytic NADPH oxidase subunits, including Rac1, p47 phox , and Nox2 (2, 3). We have recently demonstrated that exposure of human pulmonary artery endothelial cells (HPAECs) to hyperoxia (95% O 2 ) increases the ROS production that is dependent on NADPH oxidase activation and independent of the mitochondrial electron transport or xanthine/xanthine oxidase systems (4).Regulation of NADPH oxidase activation in phagocytes requires serine phosphorylation of t...