Anion exchanger 2 (AE2, SLC4A2) is a ubiquitously expressed membrane solute carrier that regulates intracellular pH (pH i ) by exchanging cytosolic bicarbonate for extracellular chloride. We used fibroblasts from Ae2-deficient (Ae2 a,b ؊/؊ ) mice to study the effects of an alkaline shift in resting intracellular pH (pH i ) on the activation of cAMP signaling and gene expression. Fluctuations of intracellular and extracellular pH are among the most frequent challenges that living cells must overcome during their life span. The first line of defense against potentially harmful pH i changes, apart from the limited buffering capacity of the cytosol, is comprised of several electrolyte transporter proteins in the plasma membrane, which can import or export acid-base equivalents in a pH i -dependent manner (1). Among these, the sodium-independent anion exchanger family of transporters (AE, SLC4A1-3) mediates the extrusion of base equivalents in the form of bicarbonate, coupled with the electroneutral import of chloride (2). In particular, AE2 (SLC4A2) is considered to be a housekeeping regulator of pH i , because of its broad pattern of expression (3, 4), combined with the ability to respond to intracellular alkalization by increasing its transport activity (5). These properties distinguish AE2 from the closely related transporters AE1 and AE3. AE1 (SLC4A1) expression is highly restricted to the erythroid cell lineage and acid-secreting cells in the kidney, and its activity is not regulated by pH. AE3 (SLC4A3) is mostly expressed in excitable cells from cardiac and neural tissue.The intrinsic pH-sensing properties of most acid-base transporters allow for rapid cellular adaptation to transient pH i changes. Chronic pH i or pH o changes, on the other hand, may trigger alternative long term responses as to maintain pH i homeostasis or adapt to a new pH i set point. Even though changes in gene expression in response to acid and/or alkaline challenges in several cell types have been reported (6, 7), the signaling pathways and molecular targets leading to these adaptive responses remain largely unknown.It has been proposed that soluble adenylyl cyclase (sAC), 2 a distinct form of adenylyl cyclase activated by bicarbonate could function as both a metabolic and a pH i sensor (8). sAC is insensitive to G-protein-coupled receptors and is therefore fundamentally different from the membrane-bound adenylate cyclases. In this way, sAC would constitute a second line of response to pH i disturbances, one that could have an impact on cell signaling, protein trafficking, and gene expression (8 -10). sAC is abundantly expressed in male germ cells, where it plays an essential role in bicarbonate-mediated spermatozoa maturation and capacitation (11,12). sAC expression has also been detected in many other tissues and cell lines of both murine and human origin (13,14). Because of its bicarbonate responsiveness, sAC appears as a suitable candidate for initiating at least part of a cAMP-dependent component of pH i regulation (15). If so, it w...