The basic helix-loop-helix transcription factor TAL1 (or SCL), originally identified from its involvement by a chromosomal rearrangement in T-cell acute lymphoblastic leukemia, is required for hematopoietic development. TAL1 also has a critical role in embryonic vascular remodeling and is expressed in endothelial cells postnatally, although little is known about its function or regulation in this cell type. We report here that the important proangiogenic stimulus hypoxia stimulates phosphorylation, ubiquitination, and proteasomal breakdown of TAL1 in endothelial cells. Tryptic phosphopeptide mapping and chemical inhibitor studies showed that hypoxia induced the mitogen-activated protein kinase-mediated phosphorylation of a single serine residue, Ser 122 , in the protein, and site-directed mutagenesis demonstrated that Ser 122 phosphorylation was necessary for hypoxic acceleration of TAL1 turnover in an immortalized murine endothelial cell line. Finally, whereas TAL1 expression was detected in endothelial cells from both large and small vessels, hypoxiainduced TAL1 turnover was observed only in microvascular endothelial cells. Besides their implications for TAL1 function in angiogenic processes, these results demonstrate that a protein kinase(s) important for mitogenic signaling is also utilized in hypoxic endothelial cells to target a transcription factor for destruction.The TAL1 (or SCL) gene encodes a basic helix-loop-helix transcription factor originally identified from its involvement by a chromosomal translocation in T-cell acute lymphoblastic leukemia (1, 2). TAL1 coding sequences have also been found fused to the promoter of an adjacent gene, SIL (for SCL interrupting locus), as the result of interstitial deletions (3, 4), whereas in other patients with T-cell acute lymphoblastic leukemia, the gene is expressed in the apparent absence of chromosomal rearrangement (5). Three related genes have also been found to be activated in T-cell acute lymphoblastic leukemia (6 -8), although significantly less frequently than TAL1. In aggregate, overexpression of this subclass of basic helix-loophelix genes is the most common gain of function mutation in this form of leukemia (reviewed in Ref. 9).TAL1 binds DNA with any of the more widely expressed basic helix-loop-helix proteins known as E proteins, including the E12, E47, and E2-5 splice isoforms of the E2A gene, the related E2-2 protein, and the HEB/HTF4 gene products (10, 11). These TAL1-E protein heterodimers recognize a nucleotide motif, CANNTG, termed the E-box to activate or repress transcription (12-15). A variety of adaptor proteins or coregulators, including the LIM domain oncoproteins LMO1 and LMO2 (16,17), histone acetyltransferases p300/CBP (14) and P/CAF (18), and nuclear corepressors mSin3A and mSin3B (15), also interact with TAL1 and modulate its transcriptional properties. With rare exceptions (19), however, TAL1's target genes remain unidentified.TAL1 is a critical regulator of hematopoietic differentiation. Tal1 gene inactivation by homologous reco...