The Ca 2؉ sensor protein calmodulin can interact with the DNA binding basic helix-loop-helix (bHLH) domain of E12, E47, and SEF2-1 (E2-2), which belong to the Eprotein subclass of bHLH transcription factors. This interaction inhibits the DNA binding of these bHLH proteins in vitro, and an ionophore that increases intracellular Ca 2؉ can inhibit transcriptional activation by the E-proteins. Here we have attempted to determine if these phenomena reflect a direct calmodulin-dependent inhibition of DNA binding by E-proteins in vivo. We show that calmodulin overexpression inhibits the transcriptional activity of E12, E47, and SEF2-1. We have compared calmodulin effects on DNA binding in vitro and on activation of transcription in vivo using a series of E12 mutants harboring defined alterations within the basic sequence of the bHLH domain that reduce their ability to bind calmodulin to varying degrees. We find a striking direct correlation between the ability of calmodulin to inhibit their DNA binding in vitro and the ability of overexpressed calmodulin or cellular Ca 2؉ mobilization to inhibit their transcriptional activity in vivo. Furthermore, E12 and overexpressed calmodulin were co-localized in the nucleus, and calmodulin pulldown experiments with cell extracts showed a Ca 2؉ -dependent interaction between calmodulin and E12 but not with a calmodulin inhibition-deficient E12 mutant. Chromatin immunoprecipitation showed that calmodulin overexpression leads to decreased binding of E12 and E47, but not a calmodulin inhibition-deficient E12 mutant, to the DNA recognition sequence in vivo. The data suggest that Ca 2؉ signaling can inhibit the transcriptional activities of E-proteins through direct binding of Ca 2؉ /calmodulin to the basic sequence of E-proteins, resulting in inhibition of their DNA binding.Calmodulin is a ubiquitously expressed regulator of numerous cellular processes including cell cycle progression, cell mobility and contraction, ion homeostasis, and transcription. Most target proteins bind to the Ca 2ϩ -loaded form of calmodulin. Therefore, upon signals leading to increased intracellular Ca 2ϩ concentration, calmodulin is able to bind to a new set of target proteins and modulate their activity (1). Several transcriptional regulators are direct targets for calmodulin or are regulated by calmodulin-dependent kinases or the calmodulin-dependent phosphatase calcineurin (2, 3).Basic helix-loop-helix (bHLH) 1 proteins are a large family of transcription factors that are important regulators of many cellular functions including differentiation processes such as myogenesis, hematopoiesis, and neurogenesis (4). bHLH transcription factors can be divided into several classes based on their structure, dimerization properties, function, and expression pattern. E-proteins (class I bHLH transcription factors) are encoded by three mammalian genes, E2A, SEF2-1 (also denoted E2-2), and HEB. The E2A gene encodes the alternatively spliced protein products E12 and E47 (4). E-proteins usually function as heterodimers wi...