Transforming growth factor-beta (TGFbeta) induces gene expression of the glycoprotein clusterin in a variety of cell types via a consensus AP-1 binding site. Here, we demonstrate, by supershift analysis, that JunB, JunD, Fra1, Fra2, and c-Fos bound to AP-1 but that prior treatment of the cells with TGFbeta reduced dramatically c-Fos binding, suggesting that c-Fos might be playing a negative regulatory role in clusterin gene expression. Transient cotransfection assays in mink lung epithelial (CCL64) cells, using a human c-Fos expressing plasmid together with a clusterin promoter/reporter construct or the artificial TGFbeta-inducible reporter construct 3TPLux, revealed that c-Fos was indeed repressive for TGFbeta-induced promoter transactivation. Further, we demonstrate that in stable c-Fos-overexpressing cell lines, TGFbeta induction of endogenous clusterin mRNA, as well as clusterin promoter transactivation are blocked. Co-transfection with c-Fos deletion constructs revealed that the C-terminal region, including the homologue box 2 motif and the extreme C-terminal serine phosphorylation sites (Ser362 and Ser374) are required for repression of clusterin and 3TPLux transactivation. TGFbeta treatment of CCL64 cells resulted in the induction of c-Fos mRNA but caused no alternation in total c-Fos protein levels. The results suggest that the c-Fos represses clusterin gene expression, maintaining a low basal level in the absence of TGFbeta, and that TGFbeta, presumably through its effects on c-Fos protein synthesis and/or stability, abrogates the repression of c-Fos, thereby resulting in gene expression.