The cellular transcription factor USF is involved in the regulation of both cellular and viral genes and consists of 43-and 44-kDa polypeptides which independently show site-specific DNA binding. Cloning of the corresponding cDNA revealed that the 43-kDa polypeptide (USF43) is a member of the basic (B)-helix-loop-helix (HLH)-leucine zipper (LZ) family of proteins and provided a means for its functional dissection. Initial structure-function studies revealed that the HLH and LZ regions are both important for USF43 oligomerization and DNA binding. The studies presented here have focused on the determination of domains that contribute to transcriptional activation in vitro and show that (i) both a small region close to the N terminus and a region between residues 93 and 156 contribute strongly to transcriptional activation, (ii) full activation depends on the presence of both domains, (iii) the B-HLH-LZ region has no intrinsic activation potential but DNA binding is absolutely required for transcriptional activation, and (iv) the B-HLH-LZ region can be replaced by the Gal4 DNA binding domain without loss of activation potential.The ubiquitous cellular transcription factor USF is a member of the helix-loop-helix (HLH) family of regulatory proteins. USF was originally described as an upstream stimulatory factor that binds to the core sequence CACGTG in the adenovirus major late promoter (5,9,22,23,31). It subsequently was shown to be involved in the regulation of a number of cellular genes, including those encoding mouse metallothionein I (6), rat y-fibrinogen (8), human growth hormone (25), and Xenopus TFIIIA (15,33). USF was also shown to interact with the essential ,uE3 motif in the immunoglobulin heavy-chain enhancer (1) as well as with a pyrimidine-rich initiator element found in many genes (30). Together with the further demonstration of cooperative interactions between USF and the initiator-binding protein TFII-I (30), these findings raised the possibility of a more general involvement of USF in transcriptional regulation.Purified human USF is composed of 43-and 44-kDa polypeptides (USF43 and US"4") which show independent site-specific DNA binding (32 (28) and thus can be used for further functional dissection. The objective of this study was to determine the activation domain(s) within human USF43. A major obstacle to an analysis of this question in vivo is the high level of endogenous USF in most or all cell types, making the results of transfection experiments difficult to interpret. To circumvent this problem, we used an in vitro transcription system which consisted of nuclear extracts that were immunodepleted of endogenous USF and showed only basal-level transcription (28). In this system, exogenous rUSF43 elevated transcription from a USF-responsive promoter (a human immunodeficiency virus [HIV] core promoter with two upstream USF sites) to the level observed in unfractionated nuclear extracts. The analysis of mutated forms of USF43 allowed the identification of two regions N terminal of the B-HLH-LZ r...