The activity of transcription factors modulates several neural pathways that mediate complex behaviors. We describe here the role of the POU transcription factor UNC-86 in the olfactory behavior of Caenorhabditis elegans. unc-86-null mutants are defective in response to odor attractants but avoid odor repellents normally. Continuous UNC-86 activity is necessary for maintenance of odortaxis behavior; hyperactivation of UNC-86 by fusion to a VP16 activation domain dramatically enhances sensitivity to odor attractants and promotes odor-attractant adaptation. UNC-86 is not expressed in olfactory sensory neurons but is expressed throughout the life of the animal in the AIZ interneurons of the odorsensory pathway. We suggest that UNC-86 transcriptional activity regulates the expression of genes that mediate synaptic properties of AIZ and that hyperactive UNC-86::VP16 may enhance the expression of synaptic components to affect the capacity to analyze and process sensory information. O dor sensation involves a neural pathway that translates the perception of volatile compounds into motor outputs such as attraction, avoidance, feeding, and mating. To generate such behaviors, an animal recognizes odors, integrates temporal and spatial changes in sensory information, and adjusts its movement. The olfactory system allows animals to sense potential food, danger, and mates. Influenced by previous odorant exposure and other experiences, the sensitivity of an animal to a given odorant may vary over a wide range. Although signal-transduction cascades in olfactory sensory neurons have been explored extensively (1, 2) and molecular mechanisms for plasticity of sensory signaling pathways are beginning to emerge (3-5), neural pathways that integrate and relay odorant stimuli to motor outputs and the mechanisms of behavioral modulation are largely unknown.Odor sensation and the neurons that mediate olfactory behaviors have been analyzed in Caenorhabditis elegans. Odorants stimulate one of two alternative responses: taxis (attraction) or avoidance. Five pairs of olfactory sensory neurons sense volatile chemicals; each pair detects distinct odorants (6). For example, the AWA neurons detect the attractants diacetyl and pyrazine, the AWC neurons detect the attractants benzaldehyde and isoamyl alcohol, and the AWB neurons detect the repellent nonanone (7). The olfactory sensory neurons extend their dendrites to the tip of the nose and project their axons to the nerve ring (the C. elegans CNS equivalent), where they synapse extensively to the interneurons AIY and AIZ, which connect to command interneurons and motor neurons (8). Neural connectivity, genetic analysis (9, 10), and laser-ablation experiments (7) all implicate the AIZ interneurons as a prominent integrating center that couples odorsensory signals to the behavioral response. After continuous exposure to an odorant, C. elegans displays diminished response to the odorant. This olfactory-adaptation behavior is modulated by the availability of food (11,12).The POU transcription fact...