ABSTRACT: Transforming growth factor (TGF)-?-activated kinase 1 (TAK1) is activated in different cytokine signaling pathways. Deletion of Tak1 from hepatocytes results in spontaneous development of hepatocellular carcinoma (HCC), liver inflammation, and fibrosis. TGF-? activates TAK1 and Smad signaling, which regulate cell death, proliferation, and carcinogenesis. However, it is not clear whether TGF-? signaling in hepatocytes, via TGF-? receptor-2 (Tgfbr2), promotes HCC and liver fibrosis.We generated mice with hepatocyte-specific deletion of Tak1 (Tak1?Hep), as well as Tak1/Tgfbr2DHep and Tak1/Smad4?Hep mice. Tak1flox/flox, Tgfbr2?Hep, and Smad4?Hep mice were used as controls, respectively. We assessed development of liver injury, inflammation, fibrosis, and HCC. Primary hepatocytes isolated from these mice were used to assess TGF-?-mediated signaling.Levels of TGF-?, TGF-?R2, and phospho-Smad2/3 were increased in HCCs from Tak1?Hep mice, which developed liver fibrosis and inflammation by 1 month and HCC by 9 months. However, Tak1/Tgfbr2?Hep mice did not have this phenotype, and their hepatocytes did not undergo spontaneous cell death or compensatory proliferation. Hepatocytes from Tak1?Hep mice incubated with TGF-? did not activate p38, c-Jun N-terminal kinase, or nuclear factor-?B; conversely, TGF-?-mediated cell death and phosphorylation of Smad2/3 were increased, compared with control hepatocytes. Blocking the Smad pathway inhibited TGF-?-mediated death of Tak1-/- hepatocytes. Accordingly, disruption of Smad4 reduced the spontaneous liver injury, inflammation, fibrosis, and HCC that develops in Tak1?Hep mice. Levels of the anti-apoptotic protein Bcl-xL, ?-catenin, connective tissue growth factor, and vascular endothelial growth factor were increased in HCC from Tak1?Hep mice, but not in HCCs from Tak1/Tgfbr2?Hep mice. Injection of N-nitrosodiethylamine induced HCC formation in wild-type mice, but less in Tgfbr2?Hep mice.TGF-? promotes development of HCC in Tak1?Hep mice by inducing hepatocyte apoptosis and compensatory proliferation during early phases of tumorigenesis, and inducing expression of anti-apoptotic, pro-oncogenic, and angiogenic factors during tumor progression.