CD147, a regulator of matrix metalloproteinase (MMP) production, showed highly specific association with caveolin-1 on the surface of multiple cell types. CD147-caveolin-1 complex formation was temperature and cholesterol dependent, reminiscent of associations seen within caveolae/lipid rafts. However, the subset of caveolin-1 associated with CD147 appeared exclusively within intermediate density sucrose gradient fractions, rather than in the low density fractions containing the bulk of caveolin-1. Mutagenesis experiments revealed that CD147 Ig domain 2 was required for caveolin-1 association. In contrast to CD147-caveolin-1 complexes, CD147-␣ 3 integrin association was not disrupted upon cholesterol depletion, occurred in high density sucrose fractions, and did not involve CD147 Ig domain 2. Overexpression of caveolin-1 caused a specific decrease in clustering of cell surface CD147, as detected by "cluster specific" mAb M6/13. Conversely, a mutant CD147 deficient in caveolin-1 association showed enhanced spontaneous cell surface clustering (detected by mAb M6/13), and did not show decreased clustering in response to caveolin-1 overexpression. Furthermore, the same CD147 mutant yielded an elevated induction of MMP-1. In conclusion, caveolin-1 associates with CD147, in a complex distinct from CD147-␣ 3 integrin complexes, thereby diminishing both CD147 clustering and CD147-dependent MMP-1-inducing activity.Stromal fibroblasts secrete multiple matrix metalloproteinases (MMP) 1 that can promote tumor cell growth, survival, invasion, angiogenesis, and metastasis (1-3). A search for MMP-inducing tumor cell factors led to discovery and characterization of CD147/EMMPRIN (4,5). This molecule, on the surface of carcinoma cells or in recombinant soluble form, stimulates production of MMP-1 (interstitial collagenase), MMP-2 (gelatinase A), and MMP-3 (stromelysin) but not TIMP-1 (4 -7). The name "EMMPRIN" reflects the extracellular matrix metalloproteinase inducer activity of CD147. CD147 expression is often elevated on human tumor cells (4,8,9) and correlates with glioma tumor progression (10), hepatoma metastasis (11), and squamous cell carcinoma invasion, MMP-2 production, and extracellular matrix degradation (12). On melanoma cells, elevated CD147 promotes MMP-1, MMP-2, and MMP-3 production, and invasion through basement membrane (13,14), whereas overexpression of CD147 in a breast cancer cell line stimulated MMP-2 and MMP-9 production, and tumor growth and metastasis in nude mice (15). In summary, CD147 on tumor cells stimulates MMP production by stromal cells and/or other tumor cells, thereby leading to extracellular matrix degradation, and elevated tumor growth and metastasis. The MMP-inducing functions of CD147 at least partly involve CD147 acting as a counter-receptor for itself (16).Also, CD147 stimulates production of MMP-1 and MMP-3 in rheumatoid synovial tissue (17), and may facilitate erythrocyte circulation (18), and development of the thymus (19) and retina (20). Mice lacking the gene for CD147/EMMPRIN (call...