Transforming growth factor-beta (TGF-beta) represents an evolutionarily conserved family of secreted factors that mobilize a complex signaling network to control cell fate by regulating proliferation, differentiation, motility, adhesion, and apoptosis. TGF-beta promotes the assembly of a cell surface receptor complex composed of type I (T beta RI) and type II (T beta RII) receptor serine/threonine kinases. In response to TGF-beta binding, T beta RII recruits and activates T beta RI through phosphorylation of the regulatory GS-domain. Activated T beta RI then initiates cytoplasmic signaling pathways to produce cellular responses. SMAD proteins together constitute a unique signaling pathway with key roles in signal transduction by TGF-beta and related factors. Pathway-restricted SMADs are phosphorylated and activated by type I receptors in response to stimulation by ligand. Once activated, pathway-restricted SMADs oligomerize with the common-mediator Smad4 and subsequently translocate to the nucleus. Genetic analysis in Drosophila melanogaster and Caenorhabditis elegans, as well as T beta RII and SMAD mutations in human tumors, emphasizes their importance in TGF-beta signaling. Mount ng evidence indicates that SMADs cooperate with ubiquitous cytoplasmic signaling cascades and nuclear factors to produce the full spectrum of TGF-beta responses. Operating independently, these ubiquitous elements may influence the nature of cellular responses to TGF-beta. Additionally, a variety of regulatory schemes contribute temporal and/or spatial restriction to TGF-beta responses. This report reviews our current understanding of TGF-beta signal transduction and considers the importance of a cooperative signaling paradigm to TGF-beta-mediated biological responses.