Gain-of-function mutations in SHP-2͞PTPN11 cause Noonan syndrome, a human developmental disorder. Noonan syndrome is characterized by proportionate short stature, facial dysmorphia, increased risk of leukemia, and congenital heart defects in Ϸ50% of cases. Congenital heart abnormalities are common in Noonan syndrome, but the signaling pathway(s) linking gain-of-function SHP-2 mutants to heart disease is unclear. Diverse cell types coordinate cardiac morphogenesis, which is regulated by calcium (Ca 2؉ ) and the nuclear factor of activated T-cells (NFAT). It has been shown that the frequency of Ca 2؉ oscillations regulates NFAT activity. Here, we show that in fibroblasts, Ca 2؉ oscillations in response to FGF-2 require the phosphatase activity of SHP-2. Conversely, gain-of-function mutants of SHP-2 enhanced FGF-2-mediated Ca 2؉ oscillations in fibroblasts and spontaneous Ca 2؉ oscillations in cardiomyocytes. The enhanced frequency of cardiomyocyte Ca 2؉ oscillations induced by a gain-of-function SHP-2 mutant correlated with reduced nuclear translocation and transcriptional activity of NFAT. These data imply that gain-of-function SHP-2 mutants disrupt the Ca 2؉ oscillatory control of NFAT, suggesting a potential mechanism for congenital heart defects in Noonan syndrome.calcium signaling ͉ cardiomyocytes ͉ FGF ͉ receptor tyrosine kinase signaling ͉ tyrosine phosphatases T he ubiquitously expressed src homology 2 (SH2)-containing protein tyrosine phosphatase (PTP), SHP-2 (PTPN11), regulates numerous intracellular signaling cascades that control cell proliferation, differentiation, cell survival, migration, adhesion, and apoptosis (1). SHP-2 contains two NH 2 terminus SH2 domains, a PTP domain, and a COOH terminus containing two tyrosyl phosphorylation sites (1). It is now well established that SHP-2 is required for activation of the extracellular-regulated kinases (ERKs) 1 and 2 in response to the activation of receptor tyrosine kinase (RTK) and cytokine receptors (1). The SH2 domains of SHP-2 mediate not only binding to RTKs but also scaffold proteins such as Gab-1, IRS-1, and FRS-2 (1). In virtually all cases, stimulation of SHP-2 catalysis is required for downstream signaling. The SH2 domains of SHP-2 also regulate its activation. Engagement of the NH 2 SH2 domain of SHP-2 with its cognate phosphotyrosyl protein results in its activation. The mechanism of this activation involves displacement of the NH 2 SH2 domain from the PTP domain which in the basal (unbound SH2 domain) state occludes the PTP active site. Upon NH 2 SH2 domain binding, a conformational relief of this inhibitory state is achieved and the phosphatase becomes active. Insights from the crystallographic structure of SHP-2 (2) resulted in the generation of engineered mutations at residues critical for the maintenance of the basal inactivated state of SHP-2. These mutations, within the NH 2