Substantial data support major roles for bone-derived TGF- 1 and tumor-derived parathyroid hormone-related protein (PTHrP) in the vicious cycle of local bone destruction that characterizes osteolytic metastases. Tumor-produced PTHrP stimulates osteoclastic bone resorption to result in the bone destruction associated with breast cancer metastases (1, 2). Neutralizing antibodies to PTHrP not only decreased osteoclastic bone resorption but also inhibited the development of metastases to bone by the human breast cancer cell line, MDA-MB-231 (3). TGF-, stored in bone matrix (4) and released locally in active form during osteoclastic resorption (5), stimulates PTHrP production by tumor cells (6 -8). A dominantnegative TGF- type II receptor (TRII⌬cyt) stably expressed in the MDA-MB-231 breast cancer line rendered the cells unresponsive to TGF- and inhibited TGF--induced PTHrP secretion and the development of bone metastases in a mouse model. This dominant-negative type II blockade was reversed by a constitutively active TGF- type I receptor (TRI(T204D)). Furthermore, transfection of the cDNA for PTHrP into the dominant-negative MDA-MB-231 line also increased PTHrP production and accelerated bone metastases (9). These published data establish that TGF- in bone can promote osteolysis by increasing PTHrP secretion from breast cancer cells. They do not, however, exclude contributions from other TGF--responsive tumor factors. Here we demonstrate that PTHrP is the central mediator of TGF--induced osteolytic metastasis. We also show that TGF- increases PTHrP secretion from MDA-MB-231 cells by signaling through both Smad and p38 MAP kinase pathways.