The Pea3 transcription factor (which belongs to the PEA3 group) from the Ets family has been shown to be involved in mammary embryogenesis and oncogenesis. However, except for proteinases, only few of its target genes have been reported. In the present report, we identified bax as a Pea3 up-regulated gene. We provide evidence of this regulation by using Pea3 overexpression and Pea3 silencing in a mammary cell line. Both Pea3 and Erm, another member of the PEA3 group, are able to transactivate bax promoter fragments. Although the minimal Pea3-regulated bax promoter does not contain an Ets-binding site, two functional upstream stimulatory factor-regulated E boxes are present. We further demonstrate the ability of Pea3 and USF-1 to cooperate for the transactivation of the bax promoter, mutation of the E boxes dramatically reducing the Pea3 transactivation potential. Although Pea3 did not directly bind to the minimal bax promoter, we provide evidence that USF-1 could form a ternary complex with Pea3 and DNA. Taken together, our results suggest that Pea3 may regulate bax transcription via the interaction with USF-1 but without binding to DNA.Pea3, also called E1AF or ETV4, is the founding member of a subfamily of ets genes that includes Er81 (or ETV1) and Erm (or ETV5), which have been currently characterized in mice (1-3), humans (4 -6), rats, dogs (Telgman, GenBank TM accession number AJ313194), chicken (7), zebrafish (8), and amphibian Xenopus (9). These three factors share three functional highly conserved domains: a DNA binding domain (10), an amino-terminal transactivation domain (11), and a carboxylterminal domain involved in DNA binding and transactivation regulation (12, 13).These three PEA3 group members are co-expressed in several tissues and organs (3, 14, 15) and are generally described as transactivators (11,16). Their role and function are not precisely known, but deregulation of their expression is often associated with carcinogenesis (17, 18).Numerous studies (11, 16 -24) have revealed the involvement of the three factors in mammary oncogenesis, since their overexpression is observed in certain human breast cancers and in oncogene-induced mammary tumors. Pea3 ectopic overexpression in nonmetastatic human breast cancer cells increased their invasiveness and their metastatic potential in nude mice (25). Recent data confirmed the role of Pea3 in breast cancer tumorigenesis and suggest that Pea3 is a marker of tumor aggressiveness rather than a prognostic factor (26). Moreover, we have shown that Erm expression is an adverse prognostic factor for overall survival in breast cancer patients (27).The PEA3 group members are also expressed in different stages of normal mammary gland development, from embryonic emergence to post-natal evolution (3,14,15), with a high level during extensive ductal outgrowth and branching, i.e. puberty and early pregnancy. Moreover, overexpression of Erm and Pea3 in a normal mouse mammary cell line confers an autonomous capacity of branching morphogenesis (15), thus supporting ...