While the functions of hypoxia-inducible factor 1␣ (HIF1␣)/aryl hydrocarbon receptor nuclear translocator (ARNT) and HIF2␣/ARNT (HIF2) proteins in activating hypoxia-inducible genes are well established, the role of other transcription factors in the hypoxic transcriptional response is less clear. We report here for the first time that the basic helix-loop-helix-leucine-zip transcription factor upstream stimulatory factor 2 (USF2) is required for the hypoxic transcriptional response, specifically, for hypoxic activation of HIF2 target genes. We show that inhibiting USF2 activity greatly reduces hypoxic induction of HIF2 target genes in cell lines that have USF2 activity, while inducing USF2 activity in cells lacking USF2 activity restores hypoxic induction of HIF2 target genes. Mechanistically, USF2 activates HIF2 target genes by binding to HIF2 target gene promoters, interacting with HIF2␣ protein, and recruiting coactivators CBP and p300 to form enhanceosome complexes that contain HIF2␣, USF2, CBP, p300, and RNA polymerase II on HIF2 target gene promoters. Functionally, the effect of USF2 knockdown on proliferation, motility, and clonogenic survival of HIF2-dependent tumor cells in vitro is phenocopied by HIF2␣ knockdown, indicating that USF2 works with HIF2 to activate HIF2 target genes and to drive HIF2-depedent tumorigenesis.A hypoxic microenvironment is frequently found in solid tumors. The transcriptional response mediated by hypoxia-inducible factor 1␣ (HIF1␣)/aryl hydrocarbon receptor nuclear translocator (ARNT) (HIF1) and HIF2␣/ARNT (HIF2) plays a critical role in malignant progression by increasing expression of genes involved in angiogenesis, anaerobic metabolism, and other processes that enable tumor cells to survive and/or escape their O 2 -deficient microenvironment (25,53,56,93).It is well established that multiple transcription factors (TFs) are required to achieve maximal activation of target genes in response to a specific stimulus. This multifactorial transcription complex has been termed the "enhanceosome" (100). Individual factors in the enhanceosome complex may promote transcription initiation by recruiting RNA polymerase II (Pol II)/general transcription factors and/or recruiting chromatin-modifying enzymes, such as histone acetylases and chromatin remodeling complexes. In addition, TFs such as Myc increase gene expression by recruiting elongation factors to regulate Pol II pause release (77). Thus, reduced levels of transcription could occur in the absence of factors that have redundant functions within the enhanceosome, while other transcription factors having unique functions are absolutely required for gene activation.The role of HIF1 and HIF2 in activating hypoxia-inducible genes is well established (21,37,48,79,103). However, the other transcription factors required for hypoxic activation of HIF target genes have been much less studied. Based on the enhanceosome concept, we hypothesized that another transcription factor(s) is required to activate HIF target genes during hypoxia. We ...