Although USF-1 and -2 are the major proteins that bind to Myc-regulated E-b
ox (CACGTG) elements in many cells, there is no clear role for USF during M
yc-dependent gene regulation. Using dominant negative alleles of USF-1 we n
ow show that DNA binding by USF at a MSc-regulated E-box limits the ability
of another E-box binding factor, TFE-3, to activate a target gene of Myc i
ll vivo and to stimulate S phase entry in resting fibroblasts, Similarly, d
ominant negative alleles of USF-1 relieve the restriction that presents act
ivation of the IgH enhancer by TFE-3 in non B-cells, DNA binding activity o
f USF complexes is abundant in primary human B-cells and is significantly d
ownregulated during B-cell immortalization, Re-expression of USF-1 in immor
talized B-cells retards proliferation. Our data establish an essential role
for USF in restricting E-box dependent gene activation ill vivo and sugges
t that this control is relaxed during cellular immortalization.