By using the hepatic stellate cell (HSC) as a paradigm for cells that undergo long term re-programming of NF-B-dependent transcription, we have determined a novel mechanism by which mammalian cells establish their basal NF-B activity. Elevation of NF-B activity during HSC activation is accompanied by induction of CBF1 expression and DNA binding activity. We show that the transcriptional repressor CBF1 interacts with a dual NF-B/CBF1-binding site (B2) in the IB␣ promoter. Nucleotide substitutions that disrupt CBF1 binding to the B2 site result in an elevation of IB␣ promoter activity and loss of responsiveness of the promoter to a transfected CBF1 reporter vector. Overexpression of CBF1 in COS1 cells was associated with markedly reduced IB␣ protein expression and elevated NF-B DNA binding activity. CBF1-induced repression of IB␣ promoter activity was reversed in HSC transfected with the Notch1 intracellular domain (NICD). The ability of NICD to enhance IB␣ gene transcription was confirmed in COS1 cells and was found to be dependent on an intact RAM domain of NICD that has been shown previously to help mediate the interaction of NICD with CBF1. One of the mechanisms by which NICD is thought to convert CBF1 into an activator of transcription is via the recruitment of transcriptional co-activators/histone acetylases to gene promoters. Co-transfection of HSC with NICD and p53 caused a diminution of IB␣ promoter activity, by contrast overexpression of p300 enhanced IB␣ promoter function. Taken together, these data suggest that basal IB␣ expression (and as a consequence NF-B activity) is under the control of the various components of the CBF1/Notch signal transduction pathway.The transcription factor NF-B is a key regulator of the growth, differentiation, and fate of mammalian cells (1). In its active form NF-B is found in the nucleus as either a heterodimer or a homodimer composed of five different members of the Rel family of proteins (p65, p50, p52, c-Rel, and RelB) (1). Active NF-B can bind to its target DNA sequence (GGGRN-NYYCC) and activate the transcription of a vast number and wide range of genes (2). Given the importance of NF-B as a regulator of cell function, it is essential that its transcriptional activity is subject to exquisite control mechanisms. Most cells only express low levels of basal nuclear NF-B activity, with the majority of Rel dimers being sequestered in the cytoplasm in a complex with an inhibitory IB protein. The three most important IB proteins, IB␣, IB, and IB⑀, inhibit NF-B function by masking nuclear localization and DNA binding signals (1, 3). These inhibitors are pivotal regulators of NF-Bdependent gene expression as they can be degraded in response to a wide variety of epigenetic stimulators and in doing so release active NF-B which can then translocate to the nucleus and activate transcription (3). Perturbation of IB control of NF-B has been associated with many pathological conditions including chronic inflammatory diseases, persistence of viral infections, and cancer (4 -7). Ther...