CDK7, CDK8, and CDK9 are cyclin-dependent kinases (CDKs) that phosphorylate the C-terminal domain (CTD) of RNA polymerase II. They have distinct functions in transcription. Because the three CDKs target only serine 5 in the heptad repeat of model CTD substrates containing various numbers of repeats, we tested the hypothesis that the kinases differ in their ability to phosphorylate CTD heptad arrays. Our data show that the kinases display different preferences for phosphorylating individual heptads in a synthetic CTD substrate containing three heptamer repeats and specific regions of the CTD in glutathione S-transferase fusion proteins. They also exhibit differences in their ability to phosphorylate a synthetic CTD peptide that contains Ser-2-PO 4 . This phosphorylated peptide is a poor substrate for CDK9 complexes. CDK8 and CDK9 complexes, bound to viral activators E1A and Tat, respectively, target only serine 5 for phosphorylation in the CTD peptides, and binding to the viral activators does not change the substrate preference of these kinases. These results imply that the display of different CTD heptads during transcription, as well as their phosphorylation state, can affect their phosphorylation by the different transcription-associated CDKs.The three cyclin-dependent kinases, CDK7, CDK8, and CDK9, 1 have an established connection with transcription machinery and are regulated by constitutively expressed cyclins. These CDKs can hyperphosphorylate the CTD of the large subunit of RNA polymerase II (pol II) and therefore are CTD kinases (1). The CTD of mammalian pol II consists of 52 heptad repeats with the consensus sequence 1 YSPTSPS 7 , which is especially well-conserved in the first half (N-terminal) of the CTD. Of the phosphorylatable amino acid residues, serine 5 is the most conserved, with only one threonine replacement, indicating that it is likely to have a crucial role in the function of the CTD. Pol II CTD is highly phosphorylated in vivo, mostly at serine (positions 2 and 5) but also at threonine and tyrosine (2). Hyperphosphorylated CTD is correlated with transcription initiation and elongation, whereas the holoenzyme and preinitiation complexes contain pol II with hypophosphorylated CTD (3). In yeast cells, replacing either serine 2 or serine 5 with alanine in each of this organism's 26 CTD heptad repeats causes lethality (4).The functions of these kinases correlate with different stages of transcription. CDK7 is a subunit of the general transcription factor TFIIH and is the kinase that phosphorylates pol II CTD after the preinitiation complex is formed (5). CDK7 is the catalytic member of a three-subunit complex called CAK (CDKactivating kinase) composed of CDK7/cyclin H and MAT-1 (6, 7). CAK is also a subassembly of TFIIH (8). Comparison between the kinase activity of CAK and TFIIH revealed differences in substrate specificity: CAK shows a strong preference for CDK2, consistent with its function in the cell cycle, but cannot hyperphosphorylate pol II; TFIIH hyperphosphorylates pol II, but CDK2 i...