Polyomavirus large T antigen transactivates a variety of genes whose products are involved in S phase induction. These genes are regulated by the E2F family of transcription factors, which are under the control of the pocket protein retinoblastoma protein and its relatives p130 and p107. The viral protein causes a dissociation of E2F-pocket protein complexes that results in transactivation of the genes. This reaction requires the N-terminal binding site for pocket proteins and the J domain that binds chaperones. We found earlier that a mutation of the zinc finger located within the C-terminal domain, a region assumed to function mainly in the replication of viral DNA, also interferes with transactivation. Here we show that binding of the histone acetyltransferase coactivator complex CBP/p300-PCAF to the C terminus correlates with the ability of large T antigen to transactivate genes. This interaction results in promoter-specific acetylation of histones. Inactive mutant proteins with changes within the C-terminal domain were nevertheless able to dissociate the E2F pocket protein complexes, indicating that this dissociation is a necessary but insufficient step in the T antigen-induced transactivation of genes. It has to be accompanied by a second step involving the T antigenmediated recruitment of a histone acetyltransferase complex.DNA tumor viruses depend on the replication machinery of the host cell for the synthesis of their DNA. As these enzymes are present in effective amounts only during S phase, the viruses have evolved mechanisms to meet this requirement. They encode proteins that interfere with the growth regulation of infected cells, allowing them to drive cells from the quiescent, growth-arrested state into S phase. Main players in this reaction are the E1A protein of adenoviruses, the large T (LT) antigens of simian virus 40 (SV40) and polyomavirus (Py), and the E7 protein of human papillomaviruses (21). All of these proteins have binding sites for the pocket protein retinoblastoma protein (pRb) and its relatives p130 and p107. In their underphosphorylated form, pocket proteins are negative regulators of the E2F transcription factor family, which plays a decisive role in the regulation of the expression of G 1 and S phase-specific genes (17). Under physiologic conditions of growth induction, the pocket proteins are phosphorylated by cyclin D-and E-specific kinases. They then dissociate from E2F, thus allowing gene expression. The viral proteins circumvent this signal transduction-dependent activation pathway by binding to the underphosphorylated form of the pocket proteins, which results in dissociation of the E2F-pocket protein complexes and consequently in the transactivation of S phasespecific genes even in cells that are growth arrested. In addition to the pocket protein binding site, the N-terminal region of the T antigens carries a motif called the J domain that interacts with dnaK-type chaperones such as HSC70 (5, 18). Mutations in either one of these sites abolish the transactivation of S phas...