2Helix-loop-helix (HLH) proteins play a profound role in the process of development and cellular differentiation. Among the HLH proteins expressed in differentiating erythroid cells are the ubiquitous proteins Myc, USF1, USF2, and TFII-I, as well as the hematopoiesis-specific transcription factor Tal1/SCL. All of these HLH proteins exhibit distinct functions during the differentiation of erythroid cells. For example, Myc stimulates the proliferation of erythroid progenitor cells, while the USF proteins and Tal1 regulate genes that specify the differentiated phenotype. This minireview summarizes the known activities of Myc, USF, TFII-I, and Tal11/ SCL and discusses how they may function sequentially, cooperatively, or antagonistically in regulating expression programs during the differentiation of erythroid cells.Adult erythroid cells differentiate from hematopoietic stem cells (HSCs) through a cascade of steps (18,132). The most primitive HSC is called a long-term HSC (LT-HSC) for its ability to reconstitute HSCs in the bone marrow of irradiated mice over a long period of time. These slowly dividing cells are attached to a niche in the bone marrow and give rise to shortterm HSCs, which then differentiate into common lymphoid progenitors (CLPs) or common myeloid progenitors (CMPs). The CMPs go on to differentiate into granulocyte/monocyte precursors (GMPs) or into megakaryocyte/erythroid cell precursors (MEPs). MEPs further differentiate into erythropoietin-responsive BFU-E (blast-forming unit-erythroid) and then CFU-E (CFU-erythroid). The CFU-E cells differentiate to form orthochromatic normoblasts, then reticulocytes, and finally enucleated mature erythrocytes (125). The process of erythropoiesis has been extensively studied in vitro and in vivo and led to the identification of key erythroid cell transcription factors that regulate gene expression programs at the various steps of differentiation. The availability of erythroid cells representing different stages of maturation has rendered this system ideal for studying gene regulatory mechanisms.Transcription factors are classified based on the presence of specific protein-protein and protein-DNA interaction motifs which allow them to regulate gene expression by binding to DNA in a sequence-specific manner and to recruit coregulator complexes (98). The class of helix-loop-helix (HLH) transcription factors encompasses many proteins that play important roles during development and differentiation (89). The HLH motif is a characteristic dimerization domain which is accompanied by a basic (b) DNA-binding domain. Some HLH proteins contain an additional leucine zipper (ZIP) protein interaction module; these proteins are referred to as bHLHZIP proteins (89). Erythroid cells express many different HLH proteins. Here, we will review the well-characterized proteins USF1, USF2, Myc, TFII-I, and Tal1/SCL but will also discuss how inhibitor of DNA binding (ID) proteins, which only contain the HLH domain, may interfere with the function of HLH transcription factors in erythro...