The proteasome 11 S regulator (REG) consists of two homologous subunits, REG␣ and REG. Each subunit is capable of activating the proteasome, and when combined, they form superactive REG␣/REG complexes. We have previously shown that a highly conserved loop in the REG␣ crystal structure is critical for proteasome activation. We now show that hetero-oligomers formed from REG␣ activation loop mutants and wild-type REG or vice versa are partially active. By contrast, heterooligomers bearing mutations in the activation loops of REG␣ and REG subunits are inactive, demonstrating that both ␣ and  subunits contribute to proteasome activation. We have also characterized REG proteins with mutations near or at their C termini. Partially active REG␣(Y249C) and REG␣(M247V) and an inactive REG␣ subunit bearing five additional C-terminal amino acids formed active hetero-oligomers with REG. REG subunits lacking 1, 2, or 9 C-terminal amino acids did not bind or activate the proteasome, but each of these mutants formed partially active hetero-oligomers with the monomer REG␣(N50Y). However, hetero-oligomers formed from REG subunits lacking the last 14 amino acids were unable to bind the proteasome. Thus, C-terminal regions of both ␣ and  subunits are required for hetero-oligomers to bind the proteasome.The proteasome is a large proteolytic enzyme found in all three kingdoms, the archeae, prokaryotes, and eukaryotes (1-7). In higher eukaryotes, the proteasome is believed to play an important role in a variety of cellular processes, including cell cycle progression (8, 9), control of gene expression (10), and antigen presentation (11-13). The proteasome from the archaebacterium Thermoplasma acidophilum is formed from 14 identical ␣ subunits and 14 identical  subunits. To date, 17 distinct subunits have been identified in proteasomes from higher eukaryotes. All can be classified into ␣ or  families based on their homology to the ␣ or  subunits of the Thermoplasma proteasome (13). The quaternary structures of yeast and Thermoplasma proteasomes are quite similar, as revealed by electron microscopy (14 -16) and confirmed by x-ray crystallography (17, 18). The enzymes are composed of four stacked rings with seven subunits in each ring. The two inner rings are formed from  subunits, and the two outer rings consist of ␣ subunits. The proteolytic active sites are located in an inner chamber of the proteasome, with the N-terminal threonines on the  subunits acting as nucleophiles (17)(18)(19). These active sites are not readily accessible from the cytosol, because only two 13-Å pores are present in the ␣ rings of the archaebacterial proteasome, and even these small pores are absent in the crystallized yeast proteasome (17,18). Therefore, some mechanisms must exist to promote substrate access to the proteasome's active sites.Several proteins have been found to bind the proteasome (20). Of these, the 19 S regulatory complex (21-24) and 11 S regulator (REG) 1 , or PA28 (25,26), are best characterized. The 19 S regulatory complex cons...