SSeCKS (Src-suppressed C kinase substrate), also called gravin/AKAP12, is a large scaffolding protein with metastasis suppressor activity. Two major isoforms of SSeCKS are expressed in most cell and tissue types under the control of two independent promoters, designated ␣ and , separated by 68 kb. SSeCKS transcript and protein levels are severely decreased in Src-and Ras-transformed fibroblasts and in many epithelial tumors. By dissecting its promoters with progressive deletion analysis, we identified the sequence between ؊106 and ؊49 in the ␣ proximal promoter as the minimal v-Src-responsive element, which contains E-and GC-boxes bound by USF1 and Sp1/ Sp3, respectively. Both E-and GC-boxes are crucial for v-Srcresponsive and basal promoter activities. v-Src does not alter USF1 binding levels at the E-box, but it increases Sp1/Sp3 binding to the GC-box despite no change in their cellular protein abundance. SSeCKS ␣ and  transcript levels in v-Src/3T3 cells can be restored by treatment with the histone deacetylase inhibitor, trichostatin A, but not with the DNA demethylation agent, 5-azacytidine. Chromatin changes are found only on the ␣ promoter even though the  proximal promoter contains a similar E-and GC-box arrangement. Recruitment of HDAC1 is necessary and sufficient to cause repression of ␣ proximal promoter activity, and the addition of Sp1 and/or Sp3 potentiates the repression. Our data suggest that suppression of the  promoter is facilitated by Src-induced changes in the ␣ promoter chromatinization mediated by a USF1-Sp1-Sp3 complex.