Consistent with the constitutive activation of Rel/NF-B in human hematopoietic tumors, the v-Rel oncoprotein induces aggressive leukemia/lymphomas in animal models. v-Rel is thus a valuable tool to characterize the role of Rel/NF-B in cancer and the mechanisms involved. Prior studies by our group identified a serine-rich domain in v-Rel that was required for biological activity. Here, we investigated the molecular basis for the transformation defect of specific serine mutants. We show that the transforming efficiency of these mutants in primary lymphoid cells is correlated with their ability to mediate B site-dependent transactivation and with specific changes in phosphorylation profiles. Interestingly, coexpression of the death antagonists Bcl-xL and Bcl-2 significantly increased their oncogenicity, whereas other NF-B-regulated death inhibitors showed little or no effect. The fact that a subset of apoptosis inhibitors could rescue v-Rel transactivation mutants suggests that their reduced transcriptional activity may critically affect expression of defined death antagonists essential for oncogenesis. Consistent with this hypothesis, we observed selection for high endogenous expression of Bcl-2-related death antagonists in cells transformed by weakly transforming v-Rel mutants. These results emphasize the need for Rel/NF-B to efficiently activate expression of a subset of antiapoptotic genes from the Bcl-2 family to manifest its oncogenic phenotype.The Rel/NF-B family of transcription factors plays a key role in regulating immune and inflammatory responses and also participates in the control of cell proliferation and apoptosis, two functions that are critical in cancer. The implication of Rel/NF-B factors in malignancy was initially suggested by the acute oncogenicity of their viral derivative, the v-Rel oncoprotein. v-Rel induces aggressive and fatal lymphomas in chickens and transgenic mice. This phenotype can be accurately reproduced in vitro through malignant transformation of primary splenic lymphoid cells. Consistent with the oncogenic phenotype of v-Rel, cellular rel and nf-b genes are amplified, rearranged, overexpressed, and/or constitutively activated in human lymphoma, leukemia, myeloma, and Hodgkin's disease (reviewed in reference 49). Aberrant rel/nf-b genes and/or activity are also observed in solid tumors, including lung, breast, and colon carcinomas. Moreover, rel/nf-b genes serve as essential mediators for transformation by oncogenes such as bcr-abl, and RET (20,37,41,50). These observations highlight the importance of elucidating how Rel/NF-B functions in oncogenesis.