Nonsense-mediated RNA decay (NMD) is an mRNA surveillance mechanism which rapidly degrades select cytoplasmic mRNAs. We and others have shown that NMD is a dynamically regulated process inhibited by amino acid deprivation, hypoxia, and other cellular stresses commonly generated by the tumor microenvironment. This inhibition of NMD can result in the accumulation of misfolded, mutated, and aggregated proteins, but how cells adapt to these aberrant proteins is unknown. Here we demonstrate that the inhibition of NMD activates autophagy, an established protein surveillance mechanism, both in vitro and in vivo. Conversely, the hyperactivation of NMD blunts the induction of autophagy in response to a variety of cellular stresses. The regulation of autophagy by NMD is due, in part, to stabilization of the documented NMD target ATF4. NMD inhibition increases intracellular amino acids, a hallmark of autophagy, and the concomitant inhibition of autophagy and NMD, either molecularly or pharmacologically, leads to synergistic cell death. Together these studies indicate that autophagy is an adaptive response to NMD inhibition and uncover a novel relationship between an mRNA surveillance system and a protein surveillance system, with important implications for the treatment of cancer. N onsense-mediated RNA decay (NMD) is a cellular surveillance system that rapidly degrades select mRNAs. While the exact mechanism of NMD is still not completely delineated, current models suggest that during a pioneer round of translation, the translation complex pauses at premature termination codons (PTCs) upstream of exon junction complexes (EJCs). Crucial components of the NMD mechanism, including Upf1/Rent1 and Upf2/Rent2, bridge the EJC to a paused translation complex and initiate RNA degradation. In addition to PTCs located upstream of EJCs, long 3= untranslated regions and other, less-well-defined features of the processed mRNA transcript can result in mRNA degradation by NMD (reviewed in reference 1). Up to 30% of all mutations responsible for human genetic disorders, including cystic fibrosis, muscular dystrophy, and thalassemia, result in PTCs upstream of EJCs (2). NMD also degrades nonmutated mRNAs, including those important for the response to cellular stress and amino acid transport (3-5). The recent observation that NMD is inhibited by amino acid deprivation, hypoxia, the accumulation of unfolded proteins in the endoplasmic reticulum (ER), and other cellular stresses that lead to the phosphorylation of eukaryotic initiation factor 2␣ (eIF2␣) has led to a greater appreciation of the potential role that the dynamic regulation of gene expression by NMD could play in physiology and pathology (3-5).The stress-induced inhibition of NMD stabilizes the stressresponsive transcription factor ATF4, augments the ER stress response, and permits cells to grow in soft agar and as tumor explants, conditions in which cells are deprived of nutrients and oxygen (5). However, the full biological consequences of NMD regulation are unknown. These conse...