STE3 mRNA is present only in Saccharomyces cerevisiae a cells, not in a or ala cells, and the transcript level increases about fivefold when cells are treated with a-factor mating pheromone. Deletions in the 5' noncoding region of STE3 defined a 43-base-pair (bp) upstream activation sequence (UAS) that can impart both modes of regulation to a CYCI-lacZ fusion when substituted for the native CYCI UAS. UAS activity required the al product of MATa, which is known to be required for transcription of a-specific genes. A chromosomal deletion that removed only 14 bp of the STE3 UAS reduced STE3 transcript levels 50-to 100-fold, indicating that the UAS is essential for expression. The STE3 UAS shares a 26-bp homology with the 5' noncoding sequences of the only other known a-specific genes, MFal and MFa2. We view the homology as having two componentsa nearly palindromic 16-bp "P box" and an adjacent 10-bp "Q box." A synthetic STE3 P box was inactive as a UAS; a perfect palindrome P box was active in all three cell types. We propose that the P box is the binding site for a transcription activator, but that al acting via the Q box is required for this activator to bind to the imperfect P boxes of a-specific genes. Versions of the P box are also found upstream of a-specific genes, within the binding sites of the repressor a2 encoded by MATa. Thus, the products of MATa may render gene expression a or a-specific by controlling access of the same transcription activator to its binding site, the P box.Cell specialization is vital to the sexual life cycle of the yeast Saccharomyces cerevisiae. In S. cerevisiae, three types of cells occur. The two haploid cell types, a and a, are specialized for mating, whereas the a/a diploid cell type formed by mating of a and a cells is specialized for meiosis and sporulation. Each of the two haploid cell types expresses a specific set of genes that allows it to mate with cells of the opposite type. Among the cell-type-specific gene products are the small peptide pheromones, a factor and a factor, and the receptors for these pheromones. For example, only a cells secrete a factor and produce the cell surface receptor for a factor. These mating pheromones and receptors are the major components of a system that enables efficient mating of haploid cells of opposite type (for reviews, see references 20,21,41,47).How is this cell specialization controlled? The ultimate determinant of the cell type (mating type) of yeast cells is the MAT locus. Haploid a cells contain the MATa allele, which encodes two regulators, al and a2 (45). al is an activator of a-specific genes, which include the a-factor structural genes, MFaJ (26,39) and MFa2 (39), and the gene that encodes the a-factor receptor, STE3 (3,16,27,34). Conversely, the a2 product represses a-specific genes, which include the afactor structural genes, MFal and MFa2 (7), the a-factor receptor gene, STE2 (19,23,27,34), and two genes whose products are involved in pheromone metabolism, STE6 (9, 50) and BAR] (42). For both a-and a-specific genes, regu...