The SH3 and SH2 domains of hematopoietic cell kinase (Hck) play important roles in substrate targeting. To identify new components of Hck signaling pathways, we identified proteins that bind to the SH3 domain of Hck (Scott et al. (2002) J. Biol. Chem. 277, 28238). One such protein was ELMO1, the mammalian orthologue of the Caenorhabditis elegans gene, ced-12. ELMO1 is an ≈80-kD protein containing a PH domain and a C-terminal Pro-rich sequence. In C. elegans, ced-12 is required for the engulfment of dying cells and for cell migration. In mammalian fibroblasts, ELMO1 binds to Dock180, and functions upstream of Rac during phagocytosis and cell migration. We previously showed that ELMO1 binds directly to the Hck SH3 domain and is phosphorylated by Hck. In this study, we used mass spectrometry to identify the following sites of ELMO1 phosphorylation: Tyr 18, Tyr 216, Tyr 511, Tyr 395, and Tyr 720. Mutant forms of ELMO1 lacking these sites were defective in their ability to promote phagocytosis and migration in fibroblasts. Single tyrosine mutations showed that Tyr 511 is particularly important in mediating these biological effects. These mutants displayed comparable binding to Dock180 and Crk as wild-type ELMO1, but gave a lowered activation of Rac. The data suggest that Src family kinase mediated tyrosine phosphorylation of ELMO1 might represent an important regulatory mechanism that controls signaling through the ELMO1/Crk/Dock180 pathway.The SH2 and SH3 1 domains of Src-family tyrosine kinases play important roles in substrate recognition (1-4). In Src-family kinases, two intramolecular interactions regulate enzymatic activity: (i) an interaction between the SH2 domain and the C-terminal tail, and (ii) an interaction between the SH3 domain and a polyproline type II helix in the SH2-kinase linker region (5-7). Ligands for the SH2 and SH3 domains can disrupt the autoinhibitory interactions and stimulate Src kinase activity (8-10). Many Src kinase substrates possess SH3 or SH2 ligands; in this way, enzyme activation is coupled to substrate phosphorylation (4,(11)(12)(13). Numerous substrates that bind to the SH3 domain of Src-family kinases have been reported.