Multiple studies have demonstrated an important role for the Src homology 2-containing tyrosine phosphatase 2 (SHP-2) in receptor tyrosine kinase-regulated cell proliferation and differentiation. Recent studies have identified potential SHP-2 substrates which mediate these effects. SHP-2 also is implicated in several cytokine receptor signaling pathways and in Bcr-Abl transformation. However, its precise role and targets in normal and abnormal hematopoietic cells remain to be determined. We identified two novel tyrosyl-phosphorylated proteins associated with SHP-2 in hematopoietic cells. The first, a 97-kDa cytosolic protein (p97), associates inducibly with SHP-2 upon cytokine stimulation and constitutively in Bcr-Abl-transformed cells. In contrast, p135, a 135-kDa transmembrane glycoprotein, forms a distinct complex with SHP-2, independent of cytokine stimulation or Bcr-Abl transformation. Far Western analysis reveals that SHP-2, via its Src homology 2 domains, can interact directly with either protein. In vitro dephosphorylation experiments, as well as transient transfection studies using wild type and mutant SHP-2 constructs, suggest that p97 and p135 also are SHP-2 substrates. Our results indicate that SHP-2 forms at least two separate complexes in hematopoietic cells and point to new potential SHP-2 targets.