Fibroblasts synthesize, organize, and maintain connective tissues during development and in response to injury and fibrotic disease. Studies on cells in threedimensional collagen matrices have shown that fibroblasts switch between proliferative and quiescence phenotypes, depending upon whether matrices are attached or floating during matrix remodeling. Previous work showed that cell signaling through the ERK pathway was decreased in fibroblasts in floating matrices. In the current research, we extend the previous findings to show that serum stimulation of fibroblasts in floating matrices does not result in ERK translocation to the nucleus. In addition, there was decreased serum activation of upstream members of the ERK signaling pathway, MEK and Raf, even though Ras became GTP loaded. The findings suggest that quiescence of fibroblasts in floating collagen matrices may result from a defect in Ras coupling to its downstream effectors.Form and function of multicellular organisms depends on cell proliferation, migration, and differentiation. Fibroblasts synthesize, organize, and maintain connective tissues during development and in response to injury and fibrotic disease. Studies on cells in three-dimensional matrices suggest that reciprocal and adaptive mechanical interactions play a role in the regulation of morphogenesis. That is, fibroblasts cultured in collagen matrices switch between a proliferative, activated phenotype on one hand and a quiescent, resting phenotype on the other, depending upon whether the matrices are attached or floating during matrix remodeling (1, 2). These differences in phenotype have been attributed to changes in mechanical interactions. As a consequence of remodeling, fibroblasts develop isometric tension in attached matrices but remain mechanically unloaded in floating matrices (3, 4). In addition to becoming quiescent, fibroblasts in floating matrices also begin to enter apoptosis (5-8), and apoptosis has been implicated in the disappearance of wound fibroblasts at the end of repair (9).The proliferation of normal (untransformed) cells typically requires a combination of signals generated by growth factor stimulation and cell adhesion. One target for these signals is the canonical ERK 1 signaling pathway, Ras-Raf-MEK-ERK, which has been suggested in many cells to participate in a wide range of cell functions from proliferation to differentiation to senescence (10, 11). Cell adhesion, shape, and cytoskeletal organization influence the strength and duration of signals through the MAP kinase pathway, whose sustained activation is required for cell cycle progression (12-18).In previous studies, we compared ERK activation in fibroblasts in attached and floating collagen matrices. We found that, in floating matrices, there was decreased signaling through the ERK pathway (19) along with down-regulation of the cell cycle regulatory protein cyclin D1 and an increase in the cyclin-dependent kinase inhibitor p27 Kip1 (20). In the current research, we have extended the previous findings to show...