Progesterone stimulation of Xenopus oocyte maturation requires the cytoplasmic polyadenylation-induced translation of mos and cyclin B mRNAs. One cis element that drives polyadenylation is the CPE, which is bound by the protein CPEB. Polyadenylation is stimulated by Aurora A (Eg2)-catalyzed CPEB serine 174 phosphorylation, which occurs soon after oocytes are exposed to progesterone. Here, we show that insulin also stimulates Aurora A-catalyzed CPEB S174 phosphorylation, cytoplasmic polyadenylation, translation, and oocyte maturation. However, these insulin-induced events are uniquely controlled by PI3 kinase and PKC-, which act upstream of Aurora A. The intersection of the progesterone and insulin signaling pathways occurs at glycogen synthase kinase 3 (GSK-3), which regulates the activity of Aurora A. GSK-3 and Aurora A interact in vivo, and overexpressed GSK-3 inhibits Aurora A-catalyzed CPEB phosphorylation. In vitro, GSK-3 phosphorylates Aurora A on S290/291, the result of which is an autophosphorylation of serine 349. GSK-3 phosphorylated Aurora A, or Aurora A proteins with S290/291D or S349D mutations, have reduced or no capacity to phosphorylate CPEB. Conversely, Aurora A proteins with S290/291A or S349A mutations are constitutively active. These results suggest that the progesterone and insulin stimulate maturation by inhibiting GSK-3, which allows Aurora A activation and CPEB-mediated translation.[Keywords: Insulin; GSK-3; Xenopus oocytes; Aurora A; cytoplasmic polyadenylation; CPEB] Fully grown Xenopus oocytes arrested at the end of prophase I are stimulated to re-enter into the meiotic divisions (oocyte maturation) by progesterone. Although the initial signaling event that is propagated by progesterone is unclear, it involves an immediate but transient decrease in cyclic AMP (cAMP; Sadler and Maller 1989; for review, see Ferrell 1999) and the activation of Aurora A (Eg2), a member of the Aurora family of protein kinases (Andresson and Ruderman 1998). The most proximal known substrate of Aurora A is CPEB, a sequence-specific RNA binding protein that stimulates cytoplasmic polyadenylation and translational activation (Hake and Richter 1994;Mendez et al. 2000a). CPEB interacts with the cytoplasmic polyadenylation element (CPE), a cis element present in the 3Ј untranslated regions (UTRs) of several mRNAs including those that encode mos and cyclin B. The translation of mos mRNA is necessary to induce the MAP kinase cascade that indirectly activates M-phase promoting factor (MPF), a heterodimer of cyclin B and cdc2. MPF is responsible for many manifestations of oocyte maturation such as germinal vesicle breakdown (GVBD). Aurora phosphorylation of CPEB serine 174 enhances the association of CPEB with CPSF (cleavage and polyadenylation specificity factor), possibly helping to stabilize this group of proteins on the AAUAAA hexanucleotide, a second cis element essential for polyadenylation (Mendez et al. 2000a,b). CPSF is probably responsible for recruiting poly(A) polymerase to the end of the mRNA.Polyadenylat...