How m-calpain is activated in cells has challenged investigators because in vitro activation requires nearmillimolar calcium. Previously, we demonstrated that m-calpain activation by growth factors requires extracellular signal-regulated kinase (ERK); this enables tail deadhesion and allows productive motility. We now show that ERK directly phosphorylates and activates m-calpain both in vitro and in vivo. We identified serine 50 as required for epidermal growth factor (EGF)-induced calpain activation in vitro and in vivo. Replacing the serine with alanine limits activation by EGF and subsequent cell deadhesion and motility. A construct with the serine converted to glutamic acid displays constitutive activity in vivo; expression of an estrogen receptor fusion construct produces a tamoxifen-sensitive enzyme. Interestingly, EGF-induced m-calpain activation occurs in the absence of increased intracellular calcium levels; EGF triggers calpain even in the presence of intracellular calcium chelators and in calcium-free media. These data provide evidence that m-calpain can be activated through the ERK cascade via direct phosphorylation and that this activation may occur in the absence of cytosolic calcium fluxes.The calpain family of intracellular cysteine proteinases includes 13 known members, of which at least 2 are ubiquitously expressed (47, 48). These, m-and -calpain (calpain II and calpain I, respectively), are involved in cell migration and adhesion, being regulated downstream of both integrin and growth factor receptor activation (19). -Calpain has been implicated strongly in cell motility and adhesion primarily driven by integrin-mediated signals: calpains have been shown to be required during both cell spreading and adhesion (3,4,41) and for the release of the rear of migrating cells (26). On the other hand, m-calpain has been observed to be activated downstream of the epidermal growth factor (EGF) receptor (EGFR) and is required for growth factor-induced motility and deadhesion (18,44). This effect is specific to m-calpain, as antisense down-regulation of -calpain did not appreciably affect growth factor-induced motility and as EGF-induced calpain activity and motility were dependent on m-calpain (18). m-Calpain affects the migration of EGF-induced fibroblasts by promoting rear release during active motility (2, 43, 44). In general, functions of calpains in motility and adhesion apparently derive from their ability to cleave components of adhesion complexes in a limited manner, altering their function and leading to increased adhesion turnover (19,29,39). However, the molecular mechanism by which calpain activities are regulated during these events is not understood.The two ubiquitous isoforms, -and m-calpain, are presumed to be activated by intracellular calcium fluxes, since these enzymes require this divalent cation in vitro. Indeed mand -calpain are named for their relative requirement for calcium, with -calpain requiring micromolar, and m-calpain requiring near-millimolar, concentrations of calcium (16)....