The role of non-Smad proteins in the regulation of transforming growth factor- (TGF) signaling is an emerging line of active investigation. Here, we characterize the role of KLF14, as a TGF-inducible, non-Smad protein that silences the TGF receptor II (TGFRII) promoter. Together with endocytosis, transcriptional silencing is a critical mechanism for down-regulating TGF receptors at the cell surface. However, the mechanisms underlying transcriptional repression of these receptors remain poorly understood. KLF14 has been chosen from a comprehensive screen of 24 members of the Sp/KLF family due to its TGF inducibility, its ability to regulate the TGFRII promoter, and the fact that this protein had yet to be functionally characterized. We find that KLF14 represses the TGFRII, a function that is augmented by TGF treatment. Mapping of the TGFRII promoter, in combination with site-directed mutagenesis, electromobility shift, and chromatin immunoprecipitation assays, have identified distinct GC-rich sequences used by KLF14 to regulate this promoter. Mechanistically, KLF14 represses the TGFRII promoter via a co-repressor complex containing mSin3A and HDAC2. Furthermore, the TGF pathway activation leads to recruitment of a KLF14-mSin3A-HDAC2 repressor complex to the TGFRII promoter, as well as the remodeling of chromatin to increase histone marks that associate with transcriptional silencing. Thus, these results describe a novel negative-feedback mechanism by which TGFRII activation at the cell surface induces the expression of KLF14 to ultimately silence the TGFRII and further expand the network of non-Smad transcription factors that participate in the TGF pathway.The family of cytokines composed of TGF, 4 bone morphogenetic proteins, activins, inhibins, connective tissue growth factors (CCN family), along with their corresponding signaling molecules, are master regulators of normal homeostasis and development (1-10). Consequently, alterations in these pathways lead to severe malformations and diseases, including cancer. TGF is the best characterized pathway within this family of cytokines. Recent studies reveal, for instance, the existence of two types of membrane-to-nucleus TGF signaling mechanisms, namely the Smad-dependent and non-Smad proteinmediated cascades, although evidence of cross-talk between these two cascades is also emerging (4, 9). Therefore, even though our understanding of the complexity underlying TGF signaling continues to grow, classification into these two types of mechanisms has helped to organize the nascent theoretical framework for advancing this field of research by the integration of new findings into easily understandable paradigms.The canonical Smad-mediated TGF pathway is activated by binding of TGF1, -2, and/or -3 cytokines to the TGFRII, which then dimerizes with and activates the TGF receptor I through serine phosphorylation of the regulatory GS-domain. The Type I receptor, in turn, phosphorylates receptor-bound Smad (Smad2/3) at the C-terminal SXS motif, releasi...