Transcription of the Acanthamoeba TATA-binding protein (TBP) gene is regulated by TBP promoter-binding factor (TPBF), a previously described transactivator that binds as a tetramer to the TBP Promoter Element (TPE) and stimulates transcription up to 10-fold in vitro. Here we report that TPBF also functions as a transcription repressor by binding to a negative cis-element, located between the TATA box and the transcription initiation site. The negative element, referred to as the nTPE, is structurally similar to the TPE, and its disruption increases the transcription potency of the TBP promoter. TPBF binds to the nTPE, as demonstrated by mobility shift assays. However, the binding affinity of TPBF for the nTPE is about 10-fold lower than for the TPE. When placed upstream of the TATA box, the nTPE has very little effect on transcription. However, it inhibits transcription when placed at several positions downstream of the TATA box. Mechanistic studies with the TBP promoter suggest that binding of TPBF to the nTPE not only prevents TBP from binding to the TATA box but also displaces bound TBP, thereby inhibiting further assembly of the preinitiation complex. These results suggest a mechanism in which the cellular TPBF concentration controls the level of TBP gene transcription and show that a single factor can be stimulatory, inhibitory, or neutral depending on the sequence and the context of its binding site.Modulation of gene expression at the level of transcription initiation is a major regulatory strategy for eukaryotic cells to control their responses to intra-or extracellular stimuli. Similarly, the level of production of housekeeping genes is also tightly regulated at the level of promoter efficiency. Transcription initiation on eukaryotic promoters involves the sequential addition of individual transcription factors through protein-DNA and/or protein-protein interactions (1). While accurate initiation of transcription from most eukaryotic class II promoters requires RNA polymerase II as well as a set of general transcription factors that includes TFIID, 1 TFIIB, TFIIF, TFIIE, and TFIIH (2), the level of transcription is mainly regulated by DNA-binding, sequence-specific transcription factors, also known as activators or repressors. Sequence-specific transcription factors bind to promoter elements via DNA-binding motifs and modulate transcription positively or negatively through direct or indirect (via coactivators) communication with the general transcription machinery (3). Most promoter elements are recognized by one single transcription factor. However, there are several examples in which one promoter element can be recognized by multiple factors or seemingly unrelated DNA elements can be recognized by a single factor (4 -9).TATA-Binding Protein (TBP) is a highly conserved eukaryotic basal transcription factor that is required for transcription by all three RNA polymerases both in vitro and in vivo (10 -12). TBP can associate with distinct sets of proteins (TBP-associated factors) thereby forming the compl...