The murine homologue of the ATF3 transcription factor increases tumor metastases but, surprisingly, represses 72-kDa type IV metalloproteinase (MMP-2) expression. The current study describes a novel mechanism by which ATF3 regulates transcription. Progressive deletions of the MMP-2 promoter indicated a 38-base pair region (؊1659/؊1622) necessary for the ATF3-mediated repression. This region lacked CREB/ AP-1 motifs but contained a consensus p53 motif shown previously to regulate MMP-2 expression. The activity of a p53 response element-driven luciferase reporter was reduced in ATF3-expressing HT1080 clones. Although MMP-2 promoter activity was not repressed by ATF3 in p53-deficient Saos-2 cells, p53 re-expression increased MMP-2 promoter activity and restored the sensitivity to ATF3. The activity of a GAL4-driven reporter in HT1080 cells co-expressing the full-length p53 sequence fused to the GAL4 DNA binding domain was diminished by ATF3. p53-ATF3 protein-protein interactions were demonstrated both in vivo and in vitro. Cell cycle analysis, performed as an independent assay of p53 function, revealed that ␥-irradiation-induced slowed G 2 /M cell cycle progression (attributable to p53) was countered by ATF3. Thus, ATF3 represses MMP-2 expression by decreasing the trans-activation of this gene by p53.ATF3 (the human homologue of Ti241) is a member of the ATF/CREB subfamily of bZIP transcription factors (1) and encoded by a four-exon gene spanning 15 kb. Transcription of this gene yields a 2-kb mRNA (1), or an alternatively spliced isoform ATF3⌬Zip (2), the former transcript encoding the fulllength protein product (ϳ 22 kDa) (2). ATF3 homo-and heterodimers bind specifically to the ATF/CREB and AP-1 motifs (3, 4) and regulate the expression of several genes (2, 4 -6) as well as gluconeogenic enzymes in transgenic mice as shown recently (7).In a previous study comparing gene expression in metastatic and non-metastatic tumors, Ishiguro and co-workers (8) identified the murine homologue of ATF3 (Ti241) as overexpressed in metastatic melanoma and extended these studies to show a causal role for this gene in tumor dissemination. However, these authors did not determine the mechanism by which Ti241 induced this behavior. Considering the established role of type IV metalloproteinases in tumor metastases (9 -13), we were interested in identifying which, if any, type IV collagenase(s) are regulated by ATF3 (the human homologue of Ti241). We report herein the unexpected finding that the 72-kDa type IV collagenase gene (MMP-2) 1 is transcriptionally down-regulated by this transcription factor. More importantly, this transcriptional repression is achieved by ATF3 interfering with p53-dependent trans-activation of MMP-2 gene expression via a mechanism in which p53 transcriptional activity, but not DNA binding, is attenuated. Thus, our findings reveal a novel transcriptional mechanism in which ATF3 interferes with p53-dependent gene expression.