The human T-cell lymphotropic virus type-1 (HTLV-1) infects CD4+ T cells and causes adult T-cell leukemia/lymphoma (ATLL), an aggressive lymphoproliferative disease that is often fatal (59, 61, 65, 83). HTLV-1-infected leukemic lymphocytes exhibit deregulated cell cycle progression and characteristic multinucleation or polyploidy (evidenced by the appearance of flower-shaped or lobulated nuclei). A conserved sequence, known as pX, located within the 3′ terminus of the HTLV-1 genome, encodes at least five nonstructural regulatory factors, including the viral transactivator Tax and an alternative splice-variant, p30II (or Tax open reading frame II [ORF II], Tof), which was shown to possess a functional transactivation domain (6, 13, 15, 29, 34, 35, 66, 86, 87). The pX sequence is generally retained in the majority of ATLL patient isolates, even those containing partially deleted proviruses (33, 68), indicative of its importance for pathogenesis. The viral Tax protein transcriptionally activates numerous lymphoproliferative pathways (NF-κB, CREB/ATF, and p67SRF) (29, 72, 73, 74, 75, 80, 84, 88) and has been shown to inhibit transcription functions associated with the tumor suppressor p53, which likely contributes to a loss of G1/S-phase checkpoint control in HTLV-1-infected T cells (8, 46, 58). Many of the pleiotropic effects of Tax upon cellular signaling may derive from its aberrant recruitment of the transcriptional coactivators, p300/CREB-binding protein (p300/CBP) and p300/CBP-associated factor (P/CAF) (9, 22, 23, 27, 36, 37, 49, 50, 77, 78). Further, Tax interacts with cell cycle modulators, including D-type cylin-cdk4/6 complexes, retinoblastoma (Rb) protein, and the human mitotic arrest deficiency type 1 (hMAD-1) protein (21, 28, 31, 32, 39, 47, 52, 76). Although HTLV-1 Tax expression markedly promotes G1/S transition (38, 40, 64), Tax has been demonstrated to inhibit Myc-dependent transactivation and prevent Myc-associated anchorage-independent cell growth (67). As ATLL patient-derived lymphocytes and tumors from HTLV-1 pX transgenic mice are known to possess deregulated Myc functions, these findings collectively suggest that other pX-encoded factors may influence Myc to promote cellular transformation by HTLV-1 (20, 43, 63). The Myc transcription factor promotes S-phase cell cycle entry, induces apoptosis or programmed cell death, and causes neoplastic cellular transformation (2, 3, 7, 12, 19, 41, 51). The expression of the Myc protooncogene is deregulated in many solid tumors and hematological malignancies, including ATLL, diffuse large-cell lymphomas, CD30+ anaplastic large-cell lymphomas, and Burkitt's B-cell lymphomas (18, 24, 26, 43, 55, 60). The transforming viruses, HTLV-1 and Epstein Barr virus, deregulate Myc functions associated with development of ATLL and Burkitt's lymphomas, respectively (11, 18, 26, 43, 63, 67). Our preliminary studies indicated that the HTLV-1 accessory protein p30II markedly increases S-phase cell cycle progression and induces significant polyploidy. As relatively little is known with respect to the roles of pX-encoded factors (e.g., p30II, p13II, p12I, and Rexp27) in HTLV-1-associated pathogenesis (6, 29, 34, 35), we sought to characterize the molecular mechanism by which p30II promotes Myc-dependent S-phase progression and multinucleation. While others have proposed that p30II's transcriptional functions are targeted against the viral LTR to repress HTLV-1 gene expression (1, 86, 87), the physiological role of p30II in ATLL-development remains unclear. Using microarray analyses, we now demonstrate that numerous cellular genes are transcriptionally activated by HTLV-1 p30II in a 60-kDa Tat-interacting protein (TIP60)-dependent or TIP60-independent manner. Nicot et al. (48) and Younis et al. (85) have shown that p30II binds and inhibits nuclear export of the doubly spliced Tax/Rex HTLV-1 mRNA, and it is intriguing that p30II might perform diverse functions to regulate viral gene expression and promote altered cellular growth, as has been noted for Tax, which drives LTR transactivation and deregulates host lymphoproliferative-signaling pathways (13, 21, 28, 29, 38, 40, 47, 52, 64, 72-76, 84). Robek et al. (62) have previously demonstrated that p30II is dispensable for immortalization and transformation of human peripheral blood mononuclear cells by an infectious HTLV-1 molecular clone, ACH.p30II, which is defective for p30II production; however, the ACH.p30II mutant exhibited an approximately 20 to 50% reduction in transformation efficiency compared to the wild-type ACH.wt (62), suggesting that p30II is required for the full transforming potential of HTLV-1. Importantly, our findings indicate that HTLV-1 p30II is a novel retroviral modulator of Myc transcriptional and of transforming activities that may significantly contribute to adult T-cell leukemogenesis through stabilization of Myc-TIP60 transcriptional interactions.