Src homology 3 (SH3) domains direct cellular localization and signal transduction through specific protein-protein interactions with proline-rich target sequences. The two SH3 domain in p67-phox, a cytosolic component of the phagocyte NADPH oxidase system, may mediate interactions within the oxidase complex and direct its translocation to membranes. The requirement for SH3 domains in p67-phox was studied both in cell-free and whole cell oxidase assay systems. The amino-terminal domain of p67-phox (amino acids 1-246) that lacks both SH3 domains was active in vitro. Various forms of p67-phox lacking one or both SH3 domains were produced in whole cells using episomal expression vectors to stably transfect p67-phox-deficient Epstein-Barr virus-B cells derived from chronic granulomatous disease patients. Complete restoration of NADPH oxidase activity was achieved with full-length p67-phox cDNA expression. Deletion of either SH3 domain resulted in dramatic reductions of NADPH oxidase activity relative to corrected transfected cells, which correlated with decreases in membrane binding. Deletion of both SH3 domains completely abolished p67-phox membrane binding and oxidase activity. Thus, in contrast to oxidase reconstitution in a cell-free system, we observed a requirement for both SH3 motifs for restoration of oxidase activity and binding of p67-phox to membranes.