Osmotic-response element-binding protein (OREBP), also known as TonEBP or NFAT5, is thought to be responsible for the induction of osmolyte-accumulating genes when cells are under hypertonic stress. Recent studies suggest that OREBP also plays a role in water reabsorption in the kidney, T-cell proliferation, and embryonic development. We developed transgenic mice that express the dominant-negative OREBP (OREBPdn) specifically in the lens because our earlier studies showed that it is particularly sensitive to osmotic stress. The transgenic mice developed nuclear cataract soon after birth, suggesting defects in lens development. The developing transgenic lenses showed incomplete elongation of fiber cells and formation of vacuoles. This is accompanied by evidence of DNA strand breaks, activation of p53, and induction of checkpoint kinase, suggesting that the developing fiber cells lacking OREBP are in a similar physiological state as cells experiencing hypertonic stress. These results indicate that OREBP-mediated accumulation of osmolytes is essential during elongation of the lens fiber cells.The osmotic-response element-binding protein (OREBP), 1 also known as TonEBP or NFAT5, is a member of the NFAT transcription factor family characterized by the presence of the Rel homology DNA-binding domain (1, 2). Unlike other members in the NFAT family that are responsible for effective immune response, OREBP/TonEBP is primarily involved in the genetic program that is essential for cellular survival in response to hypertonic stress (3). Through binding to the osmoticresponse element (ORE) or the tonicity-responsive enhancer (TonE), OREBP/TonEBP mediates the hypertonic induction of a set of osmoprotective genes including aldose reductase, betaine/␥-aminobutyric acid transporter, and sodium-myo-inositol cotransporter, resulting in the cellular accumulation of sorbitol, betaine, and myo-inositol, respectively (4 -6). It is well established that these small molecule organic osmolytes are able to replace excess intracellular electrolytes that are otherwise deleterious to normal cell functions (7). This adaptive mechanism is particularly important in the kidney medulla, where cells are constantly exposed to steep osmotic gradient due to the urine concentration mechanism. Besides, OREBP is also responsible for the hypertonic induction of HSP70 (8), a molecular chaperone that plays a vital role in cellular adaptation to osmotic stress (9).There are growing evidences suggesting that OREBP is involved in diverse cellular responses in addition to osmoprotection. In Drosophila, OREBP orthologue MESR1 was identified as a modifier of RAS1 signaling involved in eye development (10). On the other hand, OREBP was also implicated in cancer cell migration and cancer metastasis (11). In mouse embryo, OREBP is expressed in most developing tissues including brain, eye, heart, kidney, colon, and muscle. Since these developing organs are not expected to experience hypertonic stress, the physiological role of OREBP in these tissues remains elusive ...