Ligand activation of the fibroblast growth factor receptor (FGFR) represses myogenesis and promotes activation of extracellular signal-regulated kinases 1 and 2 (Erks). The precise mechanism through which the FGFR transmits both of these signals in myoblasts remains unclear. The SH2 domain-containing protein tyrosine phosphatase, SHP-2, has been shown to participate in the regulation of FGFR signaling. However, no role for SHP-2 in FGFR myogenic signaling is known. In this study, we show that stimulation of C2C12 myoblasts with FGF-2 induces SHP-2 complex formation with tyrosyl-phosphorylated FGFR substrate 2␣ (FRS-2␣). Both the catalytic activity and, to a much lesser extent, the Grb2 binding-tyrosyl phosphorylation sites of SHP-2 are required for maximal FGF-2-induced Erk activity and Elk-1 transactivation. When overexpressed in C2C12 myoblasts, wild-type SHP-2, but not a catalytically inactive SHP-2 mutant, potentiates the suppressive effects of FGF-2 on muscle-specific gene expression. In addition, expression of a constitutively active mutant of SHP-2 is sufficient to prevent myogenesis. The constitutively active mutant of SHP-2 induces hyper-tyrosyl phosphorylation of FRS-2␣ but fails to stimulate or potentiate either FGF-2-induced Erk activation or Elk-1 transactivation. These data suggest that in myoblasts, SHP-2 represses myogenesis via a pathway that is independent of the Erks. We propose that SHP-2 plays a pivotal role in FGFR signaling in myoblasts via both Erk-dependent and Erk-independent pathways.Cell lines of the myogenic lineage provide an excellent model for studying signaling pathways that control the decision between growth and differentiation. In culture, myogenic cell lines are inhibited in their ability to differentiate when exposed to serum, fibroblast growth factors (FGFs), and transforming growth factor  (8, 29,57,63,73). It is now believed that mitogens prevent myogenesis by maintaining myoblasts in the proliferative phase, thereby suppressing muscle-specific gene expression and terminal differentiation (28,38,56). Upon mitogen withdrawal, cultured myoblasts exit the cell cycle and coordinately activate muscle regulatory factors (MRFs) in the basic helix-loop-helix (bHLH) family. These MRFs, such as MyoD, myogenin, Myf5, and MRF4, promote skeletal muscle differentiation by activating muscle-specific genes that include the myosin light and heavy chains, desmin, and troponin T (11,43,67).The intracellular signaling cascades that regulate entry into myogenesis have been the focus of several laboratories. Some of these studies suggest that extracellular signal-regulated kinases 1 and 2 (Erks) negatively regulate the initiation of myogenesis. A combination of pharmacological inhibitors, overexpression of dominant-interfering mutants of the Erk pathway, and overexpression of the mitogen-activated protein kinase (MAPK) phosphatase 1 all demonstrate that the Erks negatively regulate myogenesis (5, 9, 69, 70). One report indicates that the Erks positively regulate myogenesis (16), while others ...