Cyclic AMP-response element modulator ␣ (CREM␣) is a transcription factor that is highly related to cAMPresponse element-binding protein (CREB) but represses cAMP-induced gene expression from simple artificial promoters containing a cAMP-response element (CRE). CREM␣ lacks two glutamine-rich Q regions that, in CREB, are thought to be necessary for transcriptional activation. Nevertheless, protein kinase A stimulation induces CREM␣ to activate the complex native promoter in the phosphoenolpyruvate carboxykinase (PEPCK) gene. To study this phenomenon in the absence of protein kinase A stimulation, we introduced a mutation into CREM␣ to allow constitutive binding to the coactivator CREB-binding protein. This mutant, CREM␣ DIEDML , constitutively activated the PEPCK promoter. By engineering the leucine zipper regions of CREM␣ DIEDML and CREB DIEDML to direct their patterns of dimerization, we found that only CREM␣ DIEDML homodimers fully activated the PEPCK promoter. By using a series of deletion and block mutants of the PEPCK promoter, we found that activation by CREM␣ DIEDML depended on the CRE and two CCAAT/enhancer-binding protein (C/EBP) sites. A dominant negative inhibitor of C/EBP, A-C/EBP, suppressed activation by CREM␣ DIEDML . Furthermore, a GAL4-C/EBP␣ fusion protein and CREM␣ DIEDML cooperatively activated a promoter containing three GAL4 sites and the PEPCK CRE. Thus, we propose that the C/EBP sites in the PEPCK promoter allow CREM␣ to activate transcription despite its lack of Q regions.The cyclic AMP-response element modulator (CREM) 1 gene is alternatively spliced to generate multiple transcription factors that mediate the regulation of transcription by cAMP (reviewed in Ref. 1). These CREM factors form homodimers and heterodimers with the related protein CREB that bind specifically to CREs (TGACGTCA) via their conserved C-terminal basic leucine zipper (bZIP) domains (2). Three domains encoded by the CREM and CREB genes contribute to transcriptional activation: the kinase-inducible domain (KID) and two glutamine-rich regions designated as Q-1 and Q-2 (3). Phosphorylation of a serine residue within the KID by PKA allows CREB and CREM to bind to the coactivator CREB-binding protein (CBP) (4, 5). The Q regions are thought to interact with components of the basal transcriptional machinery (6). In CREB, the deletion of the Q-2 region prevents transcriptional activation (7). Moreover, CREM isoforms that lack Q regions have been shown to act as repressors of cAMP-induced transcription (2). These data have lead to the hypothesis that Q regions are required for CREB-mediated transcriptional activation.The CREM␣ isoform contains a KID but lacks both Q regions (2). CREM␣ represses transcription induced by PKA-activated CREB at a minimal promoter containing the somatostatin CRE (2). This repression may be mediated by CREB-CREM␣ heterodimers, which are only weak activators, or by CREM␣ homodimers that cannot activate transcription at the somatostatin CRE (8). These data form the bulk of the evidence for the hypot...