The proteasome 11 S regulator (REG) consists of two homologous subunits, REGalpha and REGbeta. Each subunit is capable of activating the proteasome, and when combined, they form superactive REGalpha/REGbeta complexes. We have previously shown that a highly conserved loop in the REGalpha crystal structure is critical for proteasome activation. We now show that hetero-oligomers formed from REGalpha activation loop mutants and wild-type REGbeta or vice versa are partially active. By contrast, hetero-oligomers bearing mutations in the activation loops of REGalpha and REGbeta subunits are inactive, demonstrating that both alpha and beta subunits contribute to proteasome activation. We have also characterized REG proteins with mutations near or at their C termini. Partially active REGalpha(Y249C) and REGalpha(M247V) and an inactive REGalpha subunit bearing five additional C-terminal amino acids formed active hetero-oligomers with REGbeta. REGbeta subunits lacking 1, 2, or 9 C-terminal amino acids did not bind or activate the proteasome, but each of these mutants formed partially active hetero-oligomers with the monomer REGalpha(N50Y). However, hetero-oligomers formed from REG subunits lacking the last 14 amino acids were unable to bind the proteasome. Thus, C-terminal regions of both alpha and beta subunits are required for hetero-oligomers to bind the proteasome.