The vaccinia virus (VV) E3L protein is essential for virulence and has anti-apoptotic activity. In mice, Z-DNA-binding activity of the N-terminal domain of E3L (Z␣) is necessary for viral lethality. Here, we report that inhibition of hygromycin-B-induced apoptosis in HeLa cells depends on Z-DNA binding of the E3L Z␣ domain. Z-DNA-binding domains of other proteins are equally effective in blocking apoptosis. Using a transient reporter assay, we demonstrate transactivation of human IL-6, nuclear factor of activated T cells (NF-AT), and p53 genes by E3L. This activation also requires Z-DNA binding of the N-terminal domain of E3L. Overall, this work suggests that the important role of E3L in VV pathogenesis involves modulating expression of host cellular genes at the transcriptional level and inhibiting apoptosis of host cells through Z-DNA binding.apoptosis ͉ interleukin-6 ͉ p53 ͉ poxvirus V accinia virus (VV) is a large double-stranded DNA virus encoding Ϸ190 genes, and it causes major changes in the host cell machinery shortly after infection. E3L is a host range gene, necessary for efficient VV replication in several cell lines (1) and is required for VV pathogenesis (2). The E3L gene is expressed early during infection, and the protein is present in both the nucleus and cytoplasm of infected and transfected cells. E3L accumulates in the nucleus (3), but little is known about its activities there. E3L has two domains, an N-terminal Z-DNAbinding protein domain (Z␣) and a C-terminal double-stranded RNA-binding domain (Fig. 1A). The N-terminal region is similar to the Z␣ domain of several Z-DNA-binding protein families that include the RNA editing enzyme ADAR1 (double-stranded RNA adenosine deaminase) (4), the tumor-related DLM1 (or ZBP1) protein (5), and the recently described PKR-like kinase of bony fish (6). The crystal structures of two Z␣ domains, Z␣ ADAR1 (Fig. 1B) (7) and Z␣ DLM1 (5), have shown them complexed to Z-DNA. Both N-terminal and C-terminal domains are required for infection and full pathogenesis in the mouse model (2). It has been shown that viral pathogenicity requires E3L binding to Z-DNA (8). The N-terminal half of the E3L protein is highly conserved among distantly related poxviruses, and E3L from another poxvirus has been cocrystallized with Z-DNA (9), but the functional role of this region has not been well characterized. It has been suggested that the N-terminal domain of E3L is involved in the direct inhibition of protein kinase R (PKR) activation, nuclear localization, and Z-DNA binding (8,10,11). A VV mutant lacking E3L induces apoptosis in HeLa cells (12). Furthermore, it has been reported that E3L inhibits dsRNA-induced apoptosis in NIH 3T3 cells and has some oncogenic properties (12). This suggests the possibility that E3L acts by modifying transcription, as do proteins from other DNA viruses (see Supporting Text, which is published as supporting information on the PNAS web site).In this report, we have inquired whether E3L functions as a transcriptional regulator on several genes tha...