Kip1 (p27), a cyclin-dependent kinase (CDK) inhibitor, and in causing p27 cytoplasmic localization.6 HER2 can also activate Akt to phosphorylate p21 at threonine 145, resulting in the cytoplasmic location of p21, another CDK inhibitor, which prevents p21's growth inhibitory activity.7 Although Akt is known to phosphorylate and regulate several important substrates, many of its substrates remain to be characterized.HER2/neu oncogene is frequently deregulated in cancers, and the (pI3K)-Akt signaling is one of the major pathways in mediating HeR2/neu oncogenic signal. p57Kip2 , an inhibitor of cyclin-depependent kinases, is pivotal in regulating cell cycle progression, but its upstream regulators remain unclear. Here we show that the HeR2-Akt axis is linked to p57 Kip2 regulation, and that Akt is a negative regulator of p57Kip2 . ectopic expression of Akt can decrease the expression of p57 Kip2 , while Akt inhibition leads to p57Kip2 stabilization. Mechanistic studies show that Akt interacts with p57 Kip2 and causes cytoplasmic localization of p57 Kip2 . Akt phosphorylates p57 on Ser 282 or thr310. Akt activity results in destabilization of p57 by accelerating turnover rate of p57 and enhancing p57 ubiquitination. Importantly, the negative impact of HeR2/Akt on p57 stability contributes to HeR2-mediated cell proliferation, transformational activity and tumorigenicity. p57 restoration can attenuate these defects caused by HeR2. Significantly, Kaplan-Meier analysis of tumor samples demonstrate that in tumors where HeR2 expression was observed, high expression levels of p57Kip2 were associated with better overall survival. these data suggest that HeR2/Akt is an important negative regulator of p57 Kip2 , and that p57 restoration in HeR2-overexpressing cells can reduce breast tumor growth. our findings indicate the applicability of employing p57 regulation as a therapeutic intervention in HeR2-overexpressing cancers.