During animal development, cell fate determination is a critical decision process that sets the stage for future differentiation of specific cell types. In C. elegans , previous studies have shown that histone acetyltransferase CBP-1 counteracts the repressive activity of the histone deacetylase HDA-1 to allow endoderm differentiation, which is specified by the E cell. In the sister MS cell, the endoderm fate is prevented by the action of an HMG box-containing protein POP-1 through an unknown mechanism. In this study, we show that the actions of CBP-1, HDA-1 and POP-1 converge on
end-1 , an initial endoderm-determining gene. In the E lineage, CBP-1 is required to overcome inhibition by both HDA-1 and POP-1 in order to activate
end-1 . We further identify a molecular mechanism for the endoderm-suppressive effect of POP-1 by demonstrating that POP-1 functions as a transcriptional repressor that inhibits inappropriate
end-1 transcription. We provide biochemical and functional evidence that POP-1 represses transcription via the recruitment of HDA-1 and UNC-37, the C. elegans homolog of the co-repressor Groucho. These findings demonstrate the importance of the interplay between acetyltransferases and deacetylases in the regulation of a critical cell fate-determining gene during development. Furthermore, these results identify a strategy by which concerted actions of histone deacetylases and other co-repressors ensure maximal repression of inappropriate cell type-specific gene transcription. This combinatorial scheme appears to be conserved in multiple organisms.