Phosphorylation influences the activity of many transcription factors. However, the precise manner by which this posttranslational modification impacts regulation has been defined mechanistically in only a few cases (1, 2). Here, we have focused on understanding how phosphorylation affects the DNA-binding potential of MafA and MafB, whose basic-leucine zipper (b-Zip) 2 region defines their dimerization and DNA-binding properties. There are two subfamilies of mammalian musculoaponeurotic fibrosarcoma (i.e. Maf) proteins, termed large and small Mafs (3). The small Maf proteins (MafF, MafG, MafK, and MafT) lack a transactivation domain and affect transcription through dimerization with related and distinct proteins (4 -7). The large Maf proteins (MafA, MafB, c-Maf, and NRL) contain an N-terminal transactivation domain (8 -11), which has considerable identity among MafA, MafB, and c-Maf (12, 13).Large Mafs are required in promoting many distinct physiological processes by binding as dimers to Maf-responsive elements and activating transcription (14, 15). Among other properties, chicken L-Maf (termed MafA in mammals) is involved in lens development (16), mammalian MafB is required for segmentation of the hindbrain (17), mammalian c-Maf contributes to chondrocyte differentiation (9, 18), and mammalian NRL functions in eye rod formation (10). Moreover, MafA and MafB have recently been shown to be essential within the mammalian pancreas, with islet ␣ and  cell production requiring the actions of MafB during development and adult  islet activity uniquely MafA (19 -21). In addition, large Maf proteins mediate cellular transformation in vitro and are overexpressed in human angioimmunoblastic T cell lymphomas and multiple myeloma and contribute directly to cancer progression (22-24).The activity of MafA is regulated by a variety of post-translational modification mechanisms, including phosphorylation, ubiquitination, and sumoylation (25-29). The best studied MafA modification is phosphorylation, which impacts protein stability (26 -28), transactivation (26, 29), and DNA binding (30). For example, a priming phosphorylation at serine 65 in MafA (or Ser 70 in MafB) is necessary for both ubiquitin-mediated degradation (26) and glycogen synthase kinase 3-mediated phosphorylation (27,28), the latter enhancing transactivation and transformation potential (29). In addition, the in vitro DNA-binding capabilities of MafA are reduced by endogenous and exogenous phosphatases (30). Inhibition could entail phosphorylation directly within the basic region of MafA, as found for a variety of different transcription factors, including c-Myb (31), PRH/Hex (31), and HNF4 (31). Alternatively, this modification might influence MafA dimer formation and, as a result, DNA-binding potential. Such a mechanism has been described for STAT1, wherein tyrosine phosphorylation of cytoplasmic STAT1 potentiates dimerization and transcriptional activation (32,33).Large Maf proteins appear to be heavily phosphorylated (27,28). Here, we first used mass spectr...