We have previously shown that transforming growth factor (TGF)-beta up-regulates matrix metalloproteinase (MMP)-2 leading to the induction of oncogenic signaling in preneoplastic MCF10A human breast epithelial cells. The present study investigated the mechanism of transcriptional regulation of MMP-2 by TGF-beta in MCF10A cells. By using 5' deletion constructs of MMP-2 promoter, we demonstrated that binding sites for p53, S1, AP-1 and Sp1, and to a lesser extent CREB, GCN-His and PEA3, were potential cis-acting elements for TGF-beta-induced transcriptional activation of MMP-2 in MCF10A cells. Since activating transcription factor (ATF)2 was shown to mediate the TGF-beta-induced cellular responses, we examined the involvement of ATF2 in TGF-beta-activated MMP-2 gene transcription. TGF-beta increased DNA binding activity of AP-1 in which ATF2 was involved as evidenced by electrophoretic mobility shift assay. TGF-beta induced phosphorylation of ATF2 through p38 MAPK signaling. A dominant-negative (DN) ATF2 significantly inhibited the TGF-beta-induced up-regulation of MMP-2, but not that of MMP-9, suggesting that ATF2 may be a transcription factor responsible for transcriptional activation of MMP-2 gene by TGF-beta. Invasive and migratory phenotypes induced by TGF-beta were significantly inhibited by DN ATF2, indicating a critical role of ATF2 in TGF-beta-induced oncogenic progression of MCF10A cells. Taken together, this study demonstrates that ATF2 mediates the TGF-beta-induced MMP-2 transcriptional activation, elucidating a molecular mechanism for the malignant progression of human breast epithelial cells exerted by TGF-beta.