The CREB-binding protein (CBP) plays a central role in the regulation of gene expression by several different second messenger pathways including serum growth factors, cAMP and phorbol esters. CBP specifically binds to the phosphorylated forms of CREB and c-Jun and is thought to activate transcription through a Cterminal activation domain. In this report, we demonstrate that the C terminus of CBP is dispensable for its ability to stimulate phospho-CREB activity, and, further, that the deletion of this domain produces highly active, mutant forms of CBP. The novel N-terminal activation identified by this deletional analysis consists of the first 714 amino acids of CBP and is sufficient for high levels of transcriptional activity. This domain is also capable of stimulating the activity of a second cAMPregulated factor, ATF-1. Surprisingly, ATF-1 activity is not significantly stimulated by full-length CBP suggesting that the C-terminal domain of CBP may also serve to regulate ATF-1/CBP activity. Additionally, the demonstration that one of our hyperactive CBP mutants is able to activate a nonphosphorylatable mutant of CREB (M1 CREB) provides the first evidence that CBP may play a role in regulating the basal transcriptional activity of CREB.Hormonally induced changes in the levels of intracellular cyclic AMP (cAMP) regulate the expression of many cellular and viral genes through a common promoter element termed the CRE 1 (1). The activity of the CRE is, in turn, governed by a large family of transcription factors known as CREB/ATF proteins. These proteins share several common structural features including a DNA binding and dimerization motif, known as the bZIP domain, and transcriptional activation domains located in the N terminus of the molecule. Although poorly conserved overall, these activation domains share consensus phosphorylation sites for a variety of protein kinases suggesting that their activity, like that of many bZIP factors, is highly regulated by phosphorylation (2, 3).The transcription factor CREB (cAMP response elementbinding protein) represents the prototypical member of this family and it, along with the related factors ATF-1 and CREM, mediates many aspects of cAMP-regulated gene expression (4).The activation domains of all three of these proteins are highly homologous and can be divided into three basic elements, a kinase-inducible domain (KID), which contains a consensus phosphorylation site for the cAMP-dependent kinase (PKA), and two glutamine-rich domains (Q1 and Q2) flanking the KID. The phosphorylation of the CREB KID at a consensus PKA site (serine 133) is required for full transcriptional activity and mutation of this site effectively blocks stimulated activity (5). Although CREB is capable of interacting directly with several components of the basic transcriptional apparatus including TFIIB and TFIID, these interactions are not regulated by phosphorylation (6, 7), and it has been unclear how phosphorylation of the CREB activation domain results in enhanced transcriptional activity. The r...