Site-specific mutagenesis of the highly conserved milk box (-140 to -110) region suggested that I-casein expression is regulated by a hormone-mediated relief of repression (M. Schmitt-Ney, W. Doppler, R. K. Ball, and B. Groner, Mol. Cell. Biol. 11:3745-3755, 1991). However, when this sequence was placed upstream of a heterologous thymidine kinase promoter, it activated reporter gene expression. This apparent paradox was resolved when the trans-acting factor YY1, capable of acting as both a positive and negative regulator, was shown to interact with the milk box region, using bacterially expressed WY1 and specific oligonucleotide and antibody competition experiments. Second, it was demonstrated that extracts prepared from several cell types contained a protein(s) interacting with the mammary gland-specific factor (MGF) binding site, previously shown to be required for j-casein promoter activity (Schmitt-Ney et al., Mol. Cell. Biol. 11:3745-3755, 1991 construct. The second of these interesting regions, originally termed the milk box consensus (17), at -140 to -110, was shown to repress reporter gene expression. Deletion or sitespecific mutagenesis of the milk box region led to increased basal activity of a 3-casein-chloramphenicol acetyltransferase (CAT) construct. To date, however, no single binding region which is able to confer proper hormonal regulation of a reporter gene in cells has been characterized, suggesting that cooperative factor interactions may be required for appropriate hormonal regulation of r-casein transcription.To begin to decipher this complex factor interplay, the trans-acting factor-DNA interactions at these two important sites in the 13-casein promoter were further characterized. Initially, the ubiquitous trans-acting factor YY1 (yin and yang 1) (41) was identified in mammary epithelial cell extracts and shown to bind in the ,B-casein repressor milk box region. Second, an MGF DNA binding activity was observed in whole cell extracts (WCE) and nuclear extracts of several different cell types, suggesting that a protein(s) interacting with this site is ubiquitous and not mammary gland specific. Sequence analysis of the MGF binding site revealed a striking similarity to the recently described gamma interferon (IFN--y)-activated sequence (GAS), present in a number of genes (27