The transduction pathways activated by recombinant somatostatin sst2(a) or sst2(b) receptor isoforms and proposed mechanism which determines the proliferative fate of the host cell. G-protein-coupled receptors and receptor tyrosine kinases stimulate mitogenesis in part via ERKs, which are members of the MAP kinase family. It is becoming evident that many of the same intermediates as those utilized by the receptor tyrosine kinases are involved in the mechanism of ERK activation by G-protein-coupled receptors. For example, ERK1 and ERK2 are regulated by Gi-coupled receptors through a Ras-dependent pathway by stimulating the recruitment of the guanine nucleotide exchange factor, SOS, into a plasma membrane-associated signaling complex, where it activates Ras by catalyzing GTP-for-GDP exchange. This recruitment is the consequence of receptor-mediated stimulation of tyrosine protein kinases, which phosphorylate adapter proteins including Shc, followed by the Grb-2-mediated docking of SOS to the plasma membrane. Considerable evidence supports the role of the Src family kinases in the Gi-mediated stimulation of ERK1 and ERK2 through a mechanism dependent on Gβγ release. Activation of the other MAP kinase pathways, such as p38, also involves a cascade of kinases downstream from Ras family members such as Rac, but little is known about the mechanism by which G-protein-coupled receptors activate these alternative signaling pathways. The proliferative response mediated via the sst2(b) receptor requires a sustained activation of ERK1 and ERK2 that is βγ sensitive. However, the proliferative effect is additionally dependent on a parallel and distinct PI 3-K pathway, which is also mediated by βγ release. Substrates of PI 3-K such as p70rsk, important for protein synthesis and cell cycle progression, and Akt, which affords protection against apoptotic processes, are both phosphorylated by activated sst2(b) receptors. The sustained activation of ERK mediated by the sst2(a) receptor, together with a βγ-dependent prolonged activation of p38, which activates the transcription factor ATF-2, is required to inhibit the cell growth induced by bFGF. Amplification of these MAP kinase cascades by the cooperative effects of the bFGF and sst2(a) receptors enables the induction of p21cip1, which interacts with cyclin-dependent kinases associated with cyclins A, D1, D2, D3, and E to inhibit cyclin-dependent kinase activity and thus block cell cycle progression.