-Arrestin2 and its ubiquitination play crucial roles in both internalization and signaling of seven-transmembrane receptors (7TMRs). To understand the connection between ubiquitination and the endocytic and signaling functions of -arrestin, we generated a -arrestin2 mutant that is defective in ubiquitination (-arrestin2 0K ), by mutating all of the ubiquitin acceptor lysines to arginines and compared its properties with the wild type and a stably ubiquitinated -arrestin2-ubiquitin (Ub) chimera. In vitro translated -arrestin2 and -arrestin2 0K displayed equivalent binding to recombinant  2 -adrenergic receptor ( 2 AR) reconstituted in vesicles, whereas -arrestin2-Ub bound ϳ4-fold more. In cellular coimmunoprecipitation assays, -arrestin2 0K bound nonreceptor partners, such as AP-2 and c-Raf and scaffolded phosphorylated ERK robustly but displayed weak binding to clathrin. Moreover, -arrestin2 0K was recruited only transiently to activated receptors at the membrane, did not enhance receptor internalization, and decreased the amount of phosphorylated ERK assimilated into isolated  2 AR complexes. Although the wild type -arrestin2 formed ERK signaling complexes with the  2 AR at the membrane, a stably ubiquitinated -arrestin2-Ub chimera not only stabilized the ERK signalosomes but also led to their endosomal targeting. Interestingly, in cellular fractionation assays, the ubiquitination state of -arrestin2 favors its distribution in membrane fractions, suggesting that ubiquitination increases the propensity of -arrestin for membrane association. Our findings suggest that although -arrestin ubiquitination is dispensable for -arrestin cytosol to membrane translocation and its "constitutive" interactions with some cytosolic proteins, it nevertheless is a prerequisite both for the formation of tight complexes with 7TMRs in vivo and for membrane compartment interactions that are crucial for downstream endocytic and signaling processes.The multifunctional adaptor proteins -arrestins (-arrestin1 and -2) were originally identified as desensitizing molecules that prevent the coupling between seven-transmembrane receptors (7TMRs) 3 and G proteins (1-3). More recently, however, it was found that -arrestin binding to receptors not only stops G protein-mediated second messenger signaling but also engages several novel signaling pathways, including mitogenactivated protein kinase (MAPK) cascades (4, 5). Furthermore, -arrestins have also been shown to bind and regulate cell surface receptors other than 7TMRs, and their signaling has been implicated in regulating the actin cytoskeleton, chemotaxis, antiapoptosis, and metastasis (6).-Arrestins serve as endocytic adaptors that bind clathrin and adaptin protein subunit 2 (AP-2) and facilitate receptor internalization via clathrin-coated vesicles (7-9). The differing affinity and trafficking patterns of GFP--arrestins induced by several 7TMRs have led to the classification of receptors into two groups, Class A and Class B (10). Class A receptors (e.g.  2 -adre...