Previous studies have indicated that Bcl-3 interacts through its ankyrin repeats with the transcriptional factors NF-B1 (p50) and NF-B2 (p52), affecting their biological activities. To further investigate the role of Bcl-3 in vivo and its association with the NF-B proteins, we have generated transgenic mice constitutively expressing Bcl-3 in thymocytes. The results indicate that Bcl-3 is associated with endogenous p50 and p52 in nuclear extracts from transgenic animals. Remarkably, constitutive expression of Bcl-3 in these cells augments the DNA binding activity of endogenous p50 homodimers more than 10-fold but does not significantly increase the activity of p52 homodimers. This effect could be reproduced in vitro and is blocked by anti-Bcl-3 antibodies. We have also shown that Bcl-3 is phosphorylated in thymocytes and that its dephosphorylation greatly decreases the effect on p50 homodimers.The bcl-3 gene was cloned from a recurrent chromosomal translocation, t(14;19)(q32;q13.1), present in human B-cell chronic lymphocytic leukemias (39,40,60,65). It is remarkable that all the rearrangements in this locus occur in the 5Ј regulatory region of the gene and result in increased expression of wild-type 45,65). This protein contains seven ankyrin repeats and shares structural features with I B␣, I B, I B␥, and the C terminus of NF-B2 (5, 24, 57).Members of the Rel/NF-B family of transcription factors play a major role as early mediators of immune and inflammatory responses (4, 37, 54). Members of this family are differentially expressed during mouse embryonic development and in adult lymphoid tissues (13,14,62). Each of these proteins contains a highly conserved region of approximately 300 amino acids called the Rel homology domain which is responsible for both DNA binding and dimerization. In mammalian cells, this protein family can be divided into two classes. One class includes the precursors NF-B1 (p105/p50) and NF-B2 (p100/p52), which are synthesized as inactive molecules and remain in the cytoplasm. These precursors (p105 and p100), upon proteolytic processing, will generate the DNA-binding subunits p50 and p52, respectively. The other class of proteins comprises RelA (p65), c-Rel, and RelB. These proteins do not undergo proteolytic processing, and they harbor transcriptional activation domains (36). The biological functions of p50, RelA, RelB, and c-Rel have recently been addressed by the generation of null mice (7,11,30,53,63).The primary Rel/NF-B transactivating complexes in cells appear to be homo-and heterodimers involving members of each subclass that bind to specific B sites and differ in their transcriptional activities. In unstimulated cells the Rel/NF-B dimers are associated with the inhibitor I B proteins and remain as an inactive pool in the cytoplasm. Upon stimulation by different agents, I B molecules are rapidly phosphorylated and degraded, allowing the NF-B dimers to translocate into the nucleus and regulate transcription through binding to the B sites (2,5,10,18,19,24,36,41,46,(56)(57)(58)(59...