CD4 coreceptor expression is negatively regulated through activity of the Cd4 silencer in CD4 -CD8 -double-negative (DN) thymocytes and CD8 + cytotoxic lineage T cells. Whereas Cd4 silencing is reversed during transition from DN to CD4 + CD8 + double-positive stages, it is maintained through heritable epigenetic processes following its establishment in mature CD8 + T cells. We previously demonstrated that the Runx family of transcription factors is required for Cd4 silencing both in DN thymocytes and CD8 + T cells. However, additional factors that cooperate with Runx proteins in the process of Cd4 silencing remain unknown. To identify collaborating factors, we used microarray and RNAi-based approaches and found the basic helix-loop-helix ZIP transcription factor AP4 to have an important role in Cd4 regulation. AP4 interacts with Runx1 in cells in which Cd4 is silenced, and is required for Cd4 silencing in immature DN thymocytes through binding to the proximal enhancer. Furthermore, although AP4-deficient CD8 + T cells appeared to normally down-regulate CD4 expression, AP4 deficiency significantly increased the frequency of CD4-expressing effector/memory CD8 + T cells in mice harboring point mutations in the Cd4 silencer. Our results suggest that AP4 contributes to Cd4 silencing both in DN and CD8 + T cells by enforcing checkpoints for appropriate timing of CD4 expression and its epigenetic silencing. T he helper versus cytotoxic T-cell lineage decision in the thymus has long been studied as a model system for binary fate decisions. These two subsets of T cells are selected from a common precursor pool of CD4 + CD8 + double-positive (DP) thymocytes through interaction between clonally restricted TCRαβ chains and self-peptides presented on MHC class I or class II molecules expressed by thymic epithelial cells. During differentiation to the cytotoxic lineage, CD4 coreceptor expression is selectively silenced at the transcriptional level (Cd4 silencing), whereas CD8 expression from the Cd8a/Cd8b loci is transiently down-regulated and then restored through activation of postselection stage-specific enhancers (1). The Cd4 silencer, a cis-acting sequence with multiple transcription factor binding sites in the first intron of the Cd4 gene, is required for down-regulation of CD4 during the transition from the DP to CD8 single-positive (SP) stages as well as for repression at the CD4 -CD8 -double-negative (DN) stage of thymocyte differentiation (2, 3). Runx family transcription factors are required for Cd4 silencing through binding to the silencer, whereas ThPOK, induced following MHC class II-restricted selection, binds to the silencer to maintain active Cd4 expression in CD4SP thymocytes (4, 5). Runx proteins, particularly CD8 lineage-specific Runx3, and ThPOK not only regulate coreceptor expression but are also critically important for the development of the cytotoxic and helper lineages, respectively (5-8).Genetic studies have shown that the Cd4 silencer is required for the establishment of Cd4 silencing, but not for ...