Transcriptional repression through chromatin remodeling and histone deacetylation has been postulated as a driving force for tumorigenesis. We isolated and characterized a novel POZ domain Krüppel-like zinc finger transcription repressor, ZBTB5 (zinc finger and BTB domain-containing 5). Serial analysis of gene expression (SAGE) analysis showed that ZBTB5 expression is higher in retinoblastoma and muscle cancer tissues. Immunocytochemistry showed that ZBTB5 was localized to the nucleus, particularly nuclear speckles. ZBTB5 directly repressed transcription of cell cycle arrest gene p21 by binding to the proximal GC-box 5/6 elements and the two distal p53-responsive elements (bp ؊2323 ϳ ؊2299; bp ؊1416 ϳ ؊1392). Chromatin immunoprecipitation assays showed that ZBTB5 and p53 competed with each other in occupying the p53 binding elements. ZBTB5 interacted with corepressor-histone deacetylase complexes such as BCoR (BCL-6-interacting corepressor), NCoR (nuclear receptor corepressor), and SMRT (silencing mediator for retinoid and thyroid receptors) via its POZ domain. These interactions resulted in deacetylation of histones Ac-H3 and Ac-H4 at the proximal promoter, which is important in the transcriptional repression of p21. MTT (3-(4,5-dimethylthiazol-2-yl)-2,5-diphenyltetrazolium bromide) assays and fluorescent-activated cell sorter analysis revealed that ZBTB5 stimulated both cell proliferation and cell cycle progression, significantly increasing the number of cells in S-phase. Overall, our data suggest that ZBTB5 is a potent transcription repressor of cell cycle arrest gene p21 and a potential proto-oncogene stimulating cell proliferation.The POZ domain, 2 an evolutionarily conserved protein-protein interaction motif found in many regulatory proteins (1, 2), was originally identified in Drosophila melanogaster bric-à-brac, tramtrack, and broad complex transcription regulators and in many pox virus zinc finger proteins (3, 4). As many as 184 known human proteins, 96 Drosophila proteins, and 137 Caenorhabditis elegans proteins are estimated to contain the POZ domain (SMART data base). POZ domain proteins are involved in many critical cellular processes such as apoptosis (5), development (6, 7), ion channel activity (4), oncogenesis (8 -10), and transcription (10 -16). In particular, some of the POZ domain Krüppel-like zinc finger (POK) proteins are the major determinants of development, differentiation, and oncogenesis. For instance, promyelocytic leukemia zinc finger (PLZF)-null mice display severe defects in limb development and germ stem cell maintenance (7, 17). Th-POK (T-helper-inducing POZ/Krüp-pel-like factor, also known as cKrox) has been recently reported as a master regulator of T-cell lineage commitment (18). BCL-6 (B cell lymphoma transcription factor-6), PLZF, and HIC1 (Hypermethylated In Cancer) have been implicated in nonHodgkin lymphoma, acute promyelocytic leukemia, and spontaneous malignant tumors, respectively (8,9,19). Recently, FBI-1 (also called Pokemon/LRF/ZBTB7A) was characterized as a proto-o...