The tumor necrosis factor alpha (TNF-␣) gene is rapidly activated by lipopolysaccharide (LPS). Here, we show that extracellular signal-regulated kinase (ERK) kinase activity but not calcineurin phosphatase activity is required for LPS-stimulated TNF-␣ gene expression. In LPS-stimulated macrophages, the ERK substrates Ets and Elk-1 bind to the TNF-␣ promoter in vivo. Strikingly, Ets and Elk-1 bind to two TNF-␣ nuclear factor of activated T cells (NFAT)-binding sites, which are required for calcineurin and NFAT-dependent TNF-␣ gene expression in lymphocytes. The transcription factors ATF-2, c-jun, Egr-1, and Sp1 are also inducibly recruited to the TNF-␣ promoter in vivo, and the binding sites for each of these activators are required for LPSstimulated TNF-␣ gene expression. Furthermore, assembly of the LPS-stimulated TNF-␣ enhancer complex is dependent upon the coactivator proteins CREB binding protein and p300. The finding that a distinct set of transcription factors associates with a fixed set of binding sites on the TNF-␣ promoter in response to LPS stimulation lends new insights into the mechanisms by which complex patterns of gene regulation are achieved.Tumor necrosis factor alpha (TNF-␣) is a proinflammatory cytokine that activates multiple-signal transduction pathways and influences a broad range of immunological processes. Multiple extracellular stimuli induce the synthesis of TNF-␣ in a wide variety of cell types, including T and B cells, monocytes and macrophages, mast cells, and fibroblasts (reviewed in reference 1). We have shown that induction of TNF-␣ gene transcription by T or B cell receptor engagement, virus infection, and treatment with a calcium ionophore depends upon the activity of the phosphatase calcineurin (15,18,20). Calcineurin targets the nuclear factor of activated T cells (NFAT) family of proteins (reviewed in references 11 and 38), which are critical for TNF-␣ gene expression by calcineurin-dependent signal transduction pathways (15,48,49).Production of TNF-␣ in response to lipopolysaccharide (LPS), a component of the cell wall of gram-negative bacteria, is of particular clinical importance because TNF-␣ is a mediator of septic shock (reviewed in reference 1). Exposure of monocytes and macrophages to LPS results in activation of the mitogen-activated protein kinase (MAPK) pathway, including the extracellular signal-related kinase (ERK), c-jun NH 2 -terminal kinase (JNK), and p38 cascades (reviewed in reference 12).Here, we show that ERK, but not calcineurin or p38, is required for full transcriptional induction of TNF-␣ gene expression by LPS. We identify TNF-␣ promoter elements critical for LPS induction of the gene and demonstrate that two Sp1 binding sites and three Ets binding sites, in addition to a cyclic AMP response element (CRE)-like site and an Egr site, are critical for LPS induction of the TNF-␣ gene. Consistent with this functional analysis of the TNF-␣ promoter, using chromatin immunoprecipitation and formaldehyde crosslinking (ChIP) assays, we directly detect LPS-induc...