FKHR is a member of the FOXO subfamily of Forkhead transcription factors, which are important targets for insulin and growth factor signaling. FKHR contains three predicted protein kinase B phosphorylation sites (Thr-24, Ser-256, and Ser-319) that are conserved in other FOXO proteins. We have reported that phosphorylation of Ser-256 is critical for the ability of insulin and insulin-like growth factors to suppress transactivation by FKHR (Guo, S., Rena, G., Cichy, S., He, X., Cohen, P., and Unterman, T. (1999) J. Biol. Chem. 274, 17184 -17192) and for its exclusion from the nucleus (Rena, G., Prescott, A. R., Guo, S., Cohen, P., and Unterman, T. G. Recent studies have revealed that FOXO Forkhead transcription factors are important targets for mediating effects of insulin and growth factors on gene expression downstream from phosphatidylinositol 3-kinase (PI3K) and protein kinase B (PKB; also known as Akt) (1-13). Early findings in this laboratory revealed that Forkhead transcription factors interact with insulin response sequences (IRSs) in the insulin-like growth factor-binding protein-1 (IGFBP-1) and phosphoenolpyruvate carboxykinase (PEPCK) genes (14, 15) and that signaling by PI3K and PKB mediate the ability of insulin to suppress basal IGFBP-1 promoter activity through an IRS (16). Subsequent studies in Caenorhabditis elegans provided genetic evidence that DAF-16, a member of the FOXO subfamily of Forkhead transcription factors, is a major target for signaling by the insulin/IGF receptor-PI3K-PKB pathway in the nematode (17, 18). DAF-16 and its mammalian homologues, including FKHR (FOXO1), FKHRL1 (FOXO3a), and AFX (FOXO4) interact directly with IRSs from the IGFBP-1 promoter in a sequence-specific fashion in in vitro assays and in cells (1,5,9,19,20). In liver-derived cells, FOXO proteins stimulate the activity of promoters for IGFBP-1 (1), glucose-6 phosphatase (21,22), and PEPCK (23,24). In other cell types, FOXO proteins also stimulate the expression of proteins that inhibit cell cycle progression, including p27 Kip (25), Rb2 (26), and GADD45 (27,28), and proteins that promote cells death, including Bim (29) and Fas ligand (5). Thus, the ability to suppress transactivation by FOXO Forkhead proteins is important for insulin to regulate hepatic production of IGFBP-1 and glucose and for effects of growth factors on cell proliferation and survival.Several critical features distinguish FOXO proteins from other Forkhead family members and make them uniquely suited as mediators of insulin and growth factor action. X-ray crystallographic studies with the DBD of HNF-3␥ indicated that the DNA binding motif of Forkhead proteins, named the Forkhead box, or FOX box, contains three ␣-helices, a wing-like