releases, which, in turn, activate ACs. This feed forward "fail safe" system, kept in check by a high basal phosphodiesterase activity, is central to the generation of normal rhythmic, spontaneous action potentials by pacemaker cells.Numerous studies over the past decade have indicated that intracellular Ca 2ϩ release is a key feature of normal cardiac pacemaker cell automaticity (1). More recently it has been demonstrated that the basal level of global cAMP in rabbit sinoatrial nodal cells (SANC) 3 exceeds that in ventricular myocytes (2).The high basal cAMP in SANC mediates robust basal protein kinase A (PKA)-dependent phosphorylation of specific surface membrane ion channels and Ca 2ϩ cycling proteins, which regulates the periodicity and amplitude of spontaneous, sarcoplasmic reticulum generated, local Ca 2ϩ releases in the absence of cell Ca 2ϩ overload (2). Local Ca 2ϩ releases emanate from ryanodine receptors of sarcoplasmic reticulum that lies beneath the sarcolemma (10 -15 nm), near the Na/Ca exchanger (NCX) proteins (3). Local Ca 2ϩ releases occur mainly during the late part of the spontaneous diastolic depolarization and activate an inward NCX current (4 -7). This imparts an exponential character to the late diastolic depolarization (5,8,9), facilitating the achievement of the threshold for opening of L-type Ca 2ϩ channels, which generate the rapid upstroke of the subsequent action potential (AP). Thus, cAMP-mediated, PKA-dependent phosphorylation of surface membrane ion channels and SR Ca 2ϩ cycling proteins control the SANC basal spontaneous rhythmic firing (2).The mechanisms that underlie a high basal cAMP in SANC are unknown. The failure of  1 or  2 adrenergic receptor (-AR) inverse agonists to alter the spontaneous, basal SANC firing rate indicates that high levels of cAMP are not due to constitutively active -ARs (2). Although a reduction in phosphodiesterase (PDE) activity could, in part, account for elevated cAMP levels in SANC, recent evidence suggests that basal PDE activity of SANC is not reduced, but rather, appears to be elevated (10). Moreover, inhibition of basal adenylyl cyclase (AC) activity in SANC substantially reduces cAMP and cAMP-mediated, PKA-dependent phosphorylation of phospholamban (2) suggesting a high constitutive (basal) level of AC activity. Whereas there is some evidence to indicate that SANC harbor Ca 2ϩ -activated AC isoforms (11, 12), direct evidence for Ca 2ϩ activation of AC activity, and the specific cell microdomains in which this may occur, are lacking. Using multiple approaches we show that both Ca 2ϩ -regulated ACs reside in lipid microdomains and that Ca 2ϩ activation of AC activity occurs within these domains.