Abstract. the persistence of Bcr-Abl-positive cells in patients on imatinib therapy indicates that inhibition of the Bcr-Abl kinase activity alone might not be sufficient to eradicate the leukemia cells. Many downstream effectors of Bcr-Abl have been described, including activation of both the grb2-sos-ras-MApK and grb2-gab2-pI3K-Akt pathways. the Bcr-Abl-grb2 interaction, which is mediated by the direct interaction of the grb2 sH2 domain with the phospho-Bcr-Abl y177, is required for activation of these signaling pathways. therefore, disrupting their interaction represents a potential therapeutic strategy for inhibiting the oncogenic downstream signals of Bcr-Abl. Adenovirus Ad-sH2-HA expressing the grb2 sH2 domain was constructed and applied in this study. As expected, Ad-sH2-HA efficiently infected cMl cells and functioned by binding to the phospho-Bcr-Abl y177 site, competitively disrupting the grb2 sH2-phospho-Bcr-Abl y177 complex. they induced potent anti-proliferation and apoptosis-inducing effects in cMl cell lines. Moreover, the ras, MApK and Akt activities were significantly reduced in the Ad-sH2-HA treated cells. these were not observed with the point-mutated control adenovirus Ad-sm-HA with abolished phospho-Bcr-Abl y177 binding sites. these data indicate that, in addition to the direct targeting of Bcr-Abl, selective inhibition of its downstream signaling pathways may be a therapeutic option for cMl, and the Ad-sH2-HAmediated killing strategy could be explored as a promising anti-leukemia agent in cMl.