The transcriptional activator p53 is known to interact with components of the general transcription factor TFIID in vitro. To examine the relevance of these associations to transcriptional activation in vivo, plasmids expressing a p53-GAL4 chimera and Drosophila TATA-binding protein (dTBP) were transfected into Drosophila Schneider cells. p53-GAL4 and dTBP displayed a markedly synergistic effect on activated transcription from a GAL4 site-containing reporter that was at least 10-fold greater than observed with other activators tested. A mutant p53 previously shown to be defective in both transcriptional activation in vivo and in binding to TBP-associated factors (TAFs) in vitro, although still capable of binding dTBP, did not cooperate with dTBP, suggesting that TAFs may contribute to this synergy. Providing further support for this possibility, transfected dTBP assembled into rapidly sedimenting complexes and could be immunoprecipitated with anti-TAF antibodies. While overexpression of any of several TAFs did not affect basal transcription, in either the presence or the absence of cotransfected dTBP, overexpression of TAF II 230 inhibited transcriptional activation mediated by p53-GAL4 as well as by GAL4-VP16 and Sp1. Overexpression of TAF II 40 and TAF II 60 also inhibited activation by p53-GAL4 but had negligible effects on activation by GAL4-VP16 and Sp1, while TAF II 110 did not affect any of the activators. TAF-mediated inhibition of activated transcription could be rescued by high levels of exogenous dTBP, which also restored full synergy. These data demonstrate for the first time that functional interactions can occur in vivo between TBP, TAFs, and p53.Exposure to DNA-damaging agents causes cellular levels of the p53 tumor suppressor protein to dramatically increase, resulting in a G 1 /S arrest in the cell cycle. This arrest is presumably due to the direct activation by p53 of genes involved in DNA repair, cell cycle regulation, and apoptosis (for reviews, see references 12 and 23). The role of p53 as a DNA-bindingdependent transcriptional activator is an important one since mutations that alter this ability lead to unregulated cellular growth and tumorigenesis (for a review, see reference 13). Therefore, it is of great interest to understand the mechanism of transcriptional activation by p53.Proper transcriptional activation of class II genes requires specific interactions between activators bound to regulatory elements and the general transcription factors that assemble on the TATA box and/or the initiator element (reviewed in reference 59). Besides TFIID, the factor that directly binds to the TATA box, the general factors include TFIIA, -B, -E, -F, and -H and RNA polymerase II (Pol II) (3, 11, 65), many of which have been shown to interact directly with transcriptional activators in vitro (8,31,40,46,64). The TATA-binding protein (TBP), the TFIID subunit that directly binds the TATA motif (for a review, see reference 26), has also been shown to interact directly with transcriptional activators in vit...