The E2F family of transcription factors regulates the temporal transcription of genes involved in cell cycle progression and DNA synthesis. E2F transactivation is antagonized by retinoblastoma protein (pRb), which recruits chromatin-remodeling proteins such as histone deacetylases and SWI⅐SNF complexes to the promoter to repress transcription. We hypothesized that E2F proteins must reverse the pRb-imposed chromatin structure to stimulate transcription. If this is true, E2F proteins should recruit proteins capable of histone acetylation. Here we map the E2F-4 transactivation domain and show that E2F-1 and E2F-4 transactivation domains bind the acetyltransferase GCN5 and cofactor TRRAP in vivo. TRRAP and GCN5 co-expression stimulated E2F-mediated transactivation, and c-Myc repressed E2F transactivation dependent on an intact TRRAP/GCN5 binding motif. The transactivation domain of E2F-4 recruited proteins with significant histone acetyltransferase activity in vivo, and this activity required catalytically active GCN5. E2F-4 proteins with subtle mutations in the transactivation domain exhibited a positive correlation among transcriptional activation and GCN5 and TRRAP binding capacity and associated acetyltransferase activity. We conclude that E2F stimulates transcription by recruiting acetyltransferase activity and the essential cofactors GCN5 and TRRAP. These results provide a mechanism for E2F transcription factors to overcome pRb-mediated dominant repression of transcription.The cell cycle is regulated in part by the temporal expression of specific genes. A transcription factor can control the timely induction of S phase-specific genes by either activating gene expression shortly before and during S phase or repressing expression during the remainder of the cell cycle. The E2F family of transcription factors is thought to contribute to cell cycle regulation through both mechanisms. E2F is likely to be a critical factor in cell growth regulation in vivo since most if not all human cancers contain a disruption in the E2F regulatory pathway (1).Consistent with this, enforced expression of E2F proteins drives quiescent cells into S phase and transforms cells in conjunction with activated Ras (2-6). Furthermore, E2F binding sites are found in the promoters of numerous genes whose expression is necessary for the initiation of S phase and DNA replication (7-9).DNA binding activity of the E2F transcription factor family is composed of two subunits, E2F and DP, which form heterodimeric complexes with a high affinity for the DNA sequence 5Ј-TTTCGCG-3Ј (7-9). Currently, the mammalian E2F family consists of six E2F and two DP genes. The DNA binding, heterodimerization, and marked box domains are highly conserved among all E2F family members. E2F-1, -2, and -3 have an extended N-terminal region containing a nuclear localization signal and binding sites for cyclin A, the transcription factor Sp1, and the E3 ubiquitin ligase complex SCF⅐SKP2 (10 -17). E2F-4, -5, and -6 lack these sequences. E2Fs 1-5 have an acidic transactivat...