Abstract. Ornithine decarboxylase (ODC), the key enzyme of polyamine biosynthesis, becomes upregulated during cell proliferation and transformation. Here we show that intact ODC activity is needed for the acquisition of a transformed phenotype in rat 2R cells infected with a temperature-sensitive mutant of Rous sarcoma virus. Addition of the ODC inhibitor tx-difluoromethyl ornithine (DFMO) to the cells (in polyamine-free medium) before shift to permissive temperature prevented the depolymerization of filamentous actin and morphological transformation. Polyamine supplementation restored the transforming potential of pp60 ~-'r~. DFMO did not interfere with the expression of pp60 v-'r~ or its in vitro tyrosine kinase activity. The tyrosine phosphorylation of most cellular proteins, including ras GAP, did not either display clear temperature-or DFMO-sensitive changes. A marked increase was, however, observed in the tyrosine phosphorylation of phosphatidylinositol 3-kinase and proteins of 33 and 36 kD upon the temperature shift, and these hyperphosphorylations were partially inhibited by DFMO. A DFMO-sensitive increase was also found in the total phosphorylation of calpactins I and II. The well-documented association of GAP with the phosphotyrosine-containing proteins p190 and p62 did not correlate with transformation, but a novel 42-kD tyrosine phosphorylated protein was complexed with GAP in a polyamine-and transformationdependent manner. Further, tyrosine phosphorylated proteins of 130, 80/85, and 36 kD were found to coimmunoprecipitate with pp60 v-s~ in a transformationrelated manner. Altogether, this model offers a tool for sorting out the protein phosphorylations and associations critical for the transformed phenotype triggered by pp60 v-'~, and implicates a pivotal role for polyo amines in cell transformation. RNITHINE decarboxylase (ODC), 1 which catalyzes the formation of putrescine and CO2 from ornithine, is the rate-controlling enzyme in the biosynthesis of polyamines. ODC and polyamines have been implicated to play a pivotal role in cell proliferation and to contribute to the development of cancer (28,48,61). Mitogenic stimulation of normal cells triggers a rapid, transient increase in ODC activity, whereas cell transformation by chemical carcinogens (22), viruses (21, 25, 35) and oncogenes (34,59, 60) appears to be accompanied by a constitutive activation of ODC and loss of the cell cycle-related fluctuations in the enzyme activity. To assess the significance of the ODC induction for the transformation process, we decided to examine the effects of ot-difluoromethyl ornithine (DFMO), a highly specific and irreversible inhibitor of ODC (44), on different parameters of transformation in a rat fibroblast ceil line (2R) having a temperature-sensitive Rous sarcoma virus (RSV) mutant integrated into the genome (63).The transforming gene of RSV, v-src, encodes a 60-kD