The Raf-1 serine/threonine protein kinase requires phosphorylation of the serine at position 338 (S338) for activation. Ras is required to recruit Raf-1 to the plasma membrane, which is where S338 phosphorylation occurs. The recent suggestion that Pak3 could stimulate Raf-1 activity by directly phosphorylating S338 through a Ras/phosphatidylinositol 3-kinase (Pl3-K)/-Cdc42-dependent pathway has attracted much attention. Using a phospho-specific antibody to S338, we have reexamined this model. Using LY294002 and wortmannin, inhibitors of Pl3-K, we find that growth factor-mediated S338 phosphorylation still occurs, even when Pl3-K activity is completely blocked. Although high concentrations of LY294002 and wortmannin did suppress S338 phosphorylation, they also suppressed Ras activation. Additionally, we show that Pak3 is not activated under conditions where S338 is phosphorylated, but when Pak3 is strongly activated, by coexpression with V12Cdc42 or by mutations that make it independent of Cdc42, it did stimulate S338 phosphorylation. However, this occurred in the cytosol and did not stimulate Raf-1 kinase activity. The inability of Pak3 to activate Raf-1 was not due to an inability to stimulate phosphorylation of the tyrosine at position 341 but may be due to its inability to recruit Raf-1 to the plasma membrane. Taken together, our data show that growth factorstimulated Raf-1 activity is independent of Pl3-K activity and argue against Pak3 being a physiological mediator of S338 phosphorylation in growth factor-stimulated cells.The Raf-1 serine/threonine-specific protein kinase is the first component of a three-tiered protein kinase cascade that regulates many biological events such as cell growth, differentiation, and apoptosis (for reviews, see references 12, 39, and 44). Raf-1 phosphorylates and activates the dual-specificity mitogen-activated protein kinase (MAPK) kinases MEK1 and MEK2, which in turn activate the MAPKs ERK1 and ERK2. The ERKs phosphorylate and regulate the activity of transcription factors, cytoskeletal proteins, metabolic enzymes, and other protein kinases to modulate cellular responses to extracellular signals. Raf-1 regulation is highly complex. It is cytosolic in unstimulated cells, but following activation of the small G-protein Ras, it translocates to the plasma membrane, where activation takes place (for reviews, see references 23, 38, and 41). Interaction with Ras alone is not sufficient to activate Raf-1 and other membrane-localized events such as oligomerization, interaction with other proteins, and interactions with lipids all appear to play a role.Phosphorylation also plays a key role in Raf-1 activation, and both positive and negative regulatory sites have been mapped (23,38,41). Two sites whose phosphorylation has been shown to be necessary for activation are the serine located at position 338 (S338) and the tyrosine located at position 341 (Y341) (3,15,18,36,40,42). These amino acids are located 10 to 15 amino acids N terminal to the glycine-rich loop of the ATP-binding domain...