Negative cofactor 2 (NC2) forms a stable complex with TATA-binding protein (TBP) on promoters. This prevents the assembly of transcription factor (TF) IIA and TFIIB and leads to repression of RNA polymerase II transcription. Here we have revisited the interactions of NC2⅐TBP with DNA. We show that NC2⅐TBP complexes exhibit a significantly reduced preference for TATA box sequences compared with TBP and TBP⅐TFIIA complexes. In chromatin immunoprecipitations, NC2 is found on a variety of human TATAcontaining and TATA-less promoters. Substantial amounts of NC2 are present in a complex with TBP in bulk chromatin. A complex of NC2⅐TBP displays a K D for DNA of ϳ2 ؋ 10 ؊9 M for a 35-bp major late promoter oligonucleotide. While preferentially recognizing promoter-bound TBP, NC2 also accelerates TBP binding to promoters and stabilizes TBP⅐DNA complexes. Our data suggest that NC2 controls TBP binding and maintenance on DNA that is largely independent of a canonical TATA sequence.TATA-binding protein (TBP) 1 binds to eukaryotic promoters to nucleate initiation of transcription (1-3). The crystal structure of the TBP⅐DNA complex revealed a saddle-shaped conformation of TBP in which the highly conserved carboxyl terminus forms a concave surface that interacts with the minor groove of DNA. As a consequence, the minor groove becomes dramatically widened, and the DNA is severely bent (4). The characteristic bend as well as the TBP conformation is conserved in the co-crystal structures of TBP⅐TFIIA⅐DNA (5, 6), TBP⅐TFIIB⅐DNA (7), and TBP⅐NC2⅐DNA (8).The thermodynamics and kinetics of TBP-TATA interactions have been investigated in detail. Both yeast and human TBP show specificity for TATA boxes. Values for the K D are in the range of 5 ϫ 10 Ϫ10 to 2 ϫ 10 Ϫ8 M for yeast TBP (9 -13) and 4.6 ϫ 10 Ϫ10 to 1 ϫ 10 Ϫ9 M for human TBP (14, 15). Variations may be accounted for in part by the specific conditions and the different methods employed, which are gel shifts and footprints versus solution FRET studies. Specificities of TBP for TATA range from Ͻ1 order of magnitude if a canonical TATA is compared with single point mutants in the TATA sequence to roughly 3 orders of magnitude relative to random DNA (14). Human TBP has been proposed to bind DNA through the conserved domain in the usual specific manner or, alternatively, in a nonspecific manner that depends on its non-conserved amino-terminal region (16).Several factors modulate binding of TBP to DNA. The TBPassociated factors (TAFs) support binding of TBP specifically to TATA-less promoters via DNA contacts through cognate promoter sequences (17, 18). The general transcription factor TFIIA accelerates and stabilizes binding of TBP to TATA boxes (19 -21). It also functions as a co-activator for some transcriptional activators (22-26). TFIIA further functions as an antagonist of NC2 (also called Dr1/DRAP) (27, 28). Evidence for this equilibrium between NC2 and TFIIA stems from both biochemical investigations in human cells and genetic studies in yeast in which mutants in TFIIA genes w...