Activation of CD38 in lymphokine-activated killer (LAK) cells involves interleukin-8 (IL8)-mediated protein kinase G (PKG) activation and results in an increase in the sustained intracellular Ca2؉ concentration ([Ca 2؉ ] i ), cADP-ribose, and LAK cell migration. However, direct phosphorylation or activation of CD38 by PKG has not been observed in vitro. In this study, we examined the molecular mechanism of PKG-mediated activation of CD38. Nonmuscle myosin heavy chain IIA (MHCIIA) was identified as a CD38-associated protein upon IL8 stimulation. The IL8-induced association of MHCIIA with CD38 was dependent on PKG-mediated phosphorylation of MHCIIA. Supporting these observations, IL8-or cell-permeable cGMP analog-induced formation of cADP-ribose, increase in [Ca 2؉ ] i , and migration of LAK cells were inhibited by treatment with the MHCIIA inhibitor blebbistatin. Binding studies using purified proteins revealed that the association of MHCIIA with CD38 occurred through Lck, a tyrosine kinase. Moreover, these three molecules co-immunoprecipitated upon IL8 stimulation of LAK cells. IL8 treatment of LAK cells resulted in internalization of CD38, which co-localized with MHCIIA and Lck, and blebbistatin blocked internalization of CD38. These findings demonstrate that the association of phospho-MHCIIA with Lck and CD38 is a critical step in the internalization and activation of CD38.A type II transmembrane protein, CD38 possesses ADP-ribosyl cyclase and ADP-ribose hydrolase activities (1, 2). These two enzyme activities are involved in the conversion of -NAD ϩ first to cADP-ribose (cADPR) 3 and then to ADP-ribose (3-5). The metabolite cADPR is known to increase the intracellular Ca 2ϩ concentration ([Ca 2ϩ ] i ) by release from intracellular Ca 2ϩ stores or by Ca 2ϩ influx through plasma membrane Ca 2ϩ channels in a variety of cells (6 -10). Mounting evidence indicates that cADPR synthesis by ADP-ribosyl cyclases is stimulated through cell-surface heterotrimeric G-protein-coupled receptor signaling. The receptors involved in ADP-ribosyl cyclase activation include the -adrenergic (11, 12), angiotensin II (13), and muscarinic (14) receptors. Activation of ADP-ribosyl cyclase/CD38 by cGMP has been reported (15, 16), and cAMP-dependent activation of the enzyme has also been observed in artery smooth muscle cells (12) and cardiomyocytes (17). However, the molecular mechanism of ADPribosyl cyclase/CD38 activation has not been completely elucidated.The active site of CD38 is located in the extracellular domain, whereas the substrate -NAD ϩ and the targets of the metabolite cADPR are present inside cell (18). This topological paradox of CD38 has been addressed and explained by demonstrating 1) the ligand-induced, vesicle-mediated internalization of CD38, which is followed by an increase in the intracellular cADPR concentration ([cADPR] i ) (19), and 2) the -NAD ϩ -transporting function of connexin-43 and the cADPR-transporting function of membrane-bound CD38 or an unidentified cADPR transporter (20). Thus, the exact mo...