The WUSCHEL related homeobox (WOX) genes play key roles in stem cell maintenance, embryonic patterning, and lateral organ development. WOX genes have been categorized into three clades-ancient, intermediate, and modern/WUS-based on phylogenetic analysis, but a functional basis for this classification has not been established. Using the classical bladeless lam1 mutant of Nicotiana sylvestris as a genetic tool, we examined the function of the Medicago truncatula WOX gene, STENOFOLIA (STF), in controlling leaf blade outgrowth. STF and LAM1 are functional orthologs. We found that the introduction of mutations into the WUS-box of STF (STFm1) reduces its ability to complement the lam1 mutant. Fusion of an exogenous repressor domain to STFm1 restores complementation, whereas fusion of an exogenous activator domain to STFm1 enhances the narrow leaf phenotype. These results indicate that transcriptional repressor activity mediated by the WUSbox of STF acts to promote blade outgrowth. With the exception of WOX7, the WUS-box is conserved in the modern clade WOX genes, but is not found in members of the intermediate or ancient clades. Consistent with this, all members of the modern clade except WOX7 can complement the lam1 mutant when expressed using the STF promoter, but members of the intermediate and ancient clades cannot. Furthermore, we found that fusion of either the WUS-box or an exogenous repressor domain to WOX7 or to members of intermediate and ancient WOX clades results in a gain-of-function ability to complement lam1 blade outgrowth. These results suggest that modern clade WOX genes have evolved for repressor activity through acquisition of the WUS-box.T he WUSCHEL related homeobox (WOX) genes form a plantspecific family of the eukaryotic homeobox transcription factor superfamily (1, 2). In Arabidopsis, the WOX family consists of 15 members, including the founding member WUSCHEL (WUS) and WOX1-WOX14 (3), which are involved in the regulation of key developmental processes, including stem cell maintenance in shoot and root meristems, embryo apical-basal polarity patterning, and development of lateral organs (1, 4-7). Based on phylogenetic analysis and their distribution in the plant kingdom, WOX genes have been classified into three clades: modern/WUS (found in seed plants), intermediate (found in vascular plants including lycophytes), and ancient (found in vascular and nonvascular plants, including mosses and green algae) (1,8). WOX genes have been proposed to have a common mechanism of action, as demonstrated by complementation of the wox5 and pressed flower (prs/wox3) mutant phenotypes by WUS, as well as by the partial complementation of prs with WOX4 (5, 9, 10). However, the extent to which the functions of WOX family members are conserved remains unclear.The critical requirement of WOX genes for the development of lateral organs, including leaves and flowers, has become increasingly apparent from the identification of several mutant phenotypes in angiosperms. In maize, the narrowsheath1 and 2 (ns1/ns2) double...