In mammalian circadian clockwork, the CLOCK-BMAL1 heterodimer activates E-box-dependent transcription, while its activity is suppressed by circadian binding with negative regulators, such as CRYs. Here, we found that the CLOCK protein is kept mostly in the phosphorylated form throughout the day and is partly hyperphosphorylated in the suppression phase of E-box-dependent transcription in the mouse liver and NIH 3T3 cells. Coexpression of CRY2 in NIH 3T3 cells inhibited the phosphorylation of CLOCK, whereas CIPC coexpression markedly stimulated phosphorylation, indicating that CLOCK phosphorylation is regulated by a combination of the negative regulators in the suppression phase. CLOCK-BMAL1 purified from the mouse liver was subjected to tandem mass spectrometry analysis, which identified Ser38, Ser42, and Ser427 as in vivo phosphorylation sites of CLOCK. Ser38Asp and Ser42Asp mutations of CLOCK additively and markedly weakened the transactivation activity of CLOCK-BMAL1, with downregulation of the nuclear amount of CLOCK and the DNA-binding activity. On the other hand, CLOCK⌬19, lacking the CIPC-binding domain, was far less phosphorylated and much more stabilized than wild-type CLOCK in vivo. Calyculin A treatment of cultured NIH 3T3 cells promoted CLOCK phosphorylation and facilitated its proteasomal degradation. Together, these results show that CLOCK phosphorylation contributes to the suppression of CLOCK-BMAL1-mediated transactivation through dual regulation: inhibition of CLOCK activity and promotion of its degradation.Many physiological activities of living organisms show rhythmic changes, with a period of approximately 24 h, even under constant conditions without any external time cues. These daily variations, called circadian rhythms, are generated by the circadian clock, a cell-autonomous time-measuring system that has evolved in a wide variety of organisms, from cyanobacteria to higher plants and humans (9). In mammals, a master clock is located in the hypothalamic suprachiasmatic nucleus, while self-sustaining molecular clocks reside even in the peripheral tissues, such as the liver (18,40,45). In these central and peripheral clock cells, the clock genes form a transcription/ translation-based negative-feedback loop to generate the molecular oscillation with 24-h periodicity. CLOCK and BMAL1 are basic helix-loop-helix (bHLH)-PAS transcription factors, and the CLOCK-BMAL1 heterodimer binds to CACGTG E-box (14) or E-box-like (25, 61) sequences for the transactivation of negative regulatory genes, such as Period (Per1 and Per2) and Cryptochrome (Cry1 and Cry2) genes. Newly translated PERs and CRYs enter the nuclei and bind to the CLOCK-BMAL1 heterodimer, leading to suppression of its transactivation (30).In the mouse liver, the abundances and the phosphorylation states of both PER1 and PER2 show striking temporal changes (32). The total amount of each PER protein shows the lowest level at CT6 (CT is circadian time, with CT0 under the constant-dark [DD] condition corresponding to the lights-on time in the...