Previous work has shown that the transcriptional regulator -catenin can translocate to the nuclei when cells are stimulated with the type 1 insulin-like growth factor (IGF-1). We show by immunocoprecipitation and by confocal microscopy that -catenin binds to and co-localizes with the insulin receptor substrate-1 (IRS-1), a docking protein for both the insulin and the IGF-1 receptors. IRS-1 is required for IGF-1-mediated nuclear translocation of -catenin, resulting in the activation of the -catenin target genes. IGF-1-mediated nuclear translocation of -catenin is facilitated by the nuclear translocation of IRS-1. Both IRS-1 and -catenin are recruited to the cyclin D1 promoter, an established target for -catenin, but only IRS-1 is recruited to the ribosomal DNA (rDNA) promoter. UBF proteins (known to interact with both IRS-1 and -catenin) are also detectable in the cyclin D1 and rDNA promoters. These results indicate that IRS-1 (activated by the IGF-1 receptor) is one of several proteins that regulate the subcellular localization and activity of -catenin. The ability of IRS-1 to localize to both RNA polymerase II (with -catenin) and RNA polymerase I-regulated promoters suggest an explanation for the effect of IRS-1 on both cell growth in size and cell proliferation. This possibility is supported by the demonstration that enforced nuclear localization of IRS-1 causes nuclear translocation of -catenin and transformation of normal mouse embryo fibroblasts (colony formation in soft agar).The important roles played by -catenin in adhesion, cancer, and development and its connections to Wnt and APC have been discussed in recent reviews (1-3). Briefly, there is usually a large pool of -catenin in the cytoplasm, where it is targeted for destruction by phosphorylation of the N terminus (2, 4). Under certain circumstances, for instance Wnt signaling, -catenin is stabilized and transferred to the nuclei where it binds members of the family of T-cell factor/lymphoid enhancer factors (Tcf/Lef) and activates transcription of target genes (5, 6). Among genes regulated by -catenin are c-myc (7) and cyclin D1 (8, 9), which encode critical cell-cycle progression proteins (a list of target genes can be found at www.stanford.edu/ϳrnusse/ pathways/targets.html). Recently, we found by our modified TAPtag technique that the insulin receptor substrate-1 (IRS-1) 1 interacts in the nuclei with -catenin (10). IRS-1, a docking protein for both the IGF-1 and insulin receptors, sends a strong mitogenic, anti-apoptotic, and anti-differentiation signal (11,12). Overexpression or ectopic expression of IRS-1 can cause cell transformation, including the ability of cells to form colonies in soft agar and tumors in mice (13). Under certain circumstances, IRS-1 translocates to the nuclei (14 -16) where it interacts with nuclear proteins, including viral oncoproteins (14, 17), the upstream binding factor 1 (UBF1) (15,16), and the estrogen receptor (18).IGFs are known to cause translocation of -catenin to the nuclei, where it activates ...