Ordered cell cycle progression requires the expression and activation of several cyclins and cyclin-dependent kinases (Cdks). Hyperosmotic stress causes growth arrest possibly via proteasome-mediated degradation of cyclin D1. We studied the effect of hyposmotic conditions on three colonic (Caco2, HRT18, HT29) and two pancreatic (AsPC-1 and PaCa-2) cell lines. Hyposmosis caused reversible cell growth arrest of the five cell lines in a cell cycle-independent fashion, although some cell lines accumulated at the G 1 /S interface. Growth arrest was followed by apoptosis or by formation of multinucleated giant cells, which is consistent with cell cycle catastrophe. Hyposmosis dramatically decreased Cdc2, Cdk2, Cdk4, cyclin B1, and cyclin D3 expression in a time-dependent fashion, in association with an overall decrease in cellular protein synthesis. However, some protein levels remained unaltered, including cyclin E and keratin 8. Selective proteasome inhibition prevented Cdk and cyclin degradation and reversed hyposmotic stress-induced growth arrest, whereas calpain and lysosome enzyme inhibitors had no measurable effect on cell cycle protein degradation. Therefore, hyposmotic stress inhibits cell growth and, depending on the cell type, causes cell cycle catastrophe with or without apoptosis. The growth arrest is due to decreased protein synthesis and proteasome activation, with subsequent degradation of several cyclins and Cdks.The cell cycle involves a meticulously ordered series of events that control defined cell cycle stage check points and ultimate cell division. These events are tightly regulated by the expression and degradation, activation and inactivation, and subcellular localization of cyclins and cyclin-dependent kinases (Cdks) 1 (1-3). Cyclins associate with, and activate, Cdks and are periodically synthesized then degraded during cell cycle progression, whereas cellular Cdk levels tend to remain in excess throughout the normal cell cycle (1-5). In mammalian cells, Cdk4 and Cdk6 associate with D-type cyclins and regulate G 1 cell cycle phase progression. Cdk2 associates with the Eand A-type cyclins, and the respective complexes control G 1 /S transition and S phase progression, respectively (1-5). Cdc2 (also termed Cdk1) and the B-type cyclin form a cytoplasmic complex at the G 2 /M phase checkpoint, which translocates to the nucleus just prior to nuclear envelope breakdown during prophase. Abnormal sequestering of cyclin B1/Cdc2 complexes in the cytoplasm leads to perturbation of cell cycle progression (6 -8).Most mammalian cells have developed compensatory mechanisms to respond to changes in the osmolarity of the surrounding medium, which allow them to re-establish homeostasis of osmotically disturbed aspects of cell structure and function (9, 10). These mechanisms are necessary, because osmotic stress may severely compromise eukaryotic cell function due to the importance of maintaining homeostasis of inorganic ions as a prerequisite for normal progression of metabolic processes. Disruption of such me...