The 5′-untranslated region (5′-UTR) of mRNAs contains elements that affect expression, yet the rules by which these regions exert their effect are poorly understood. Here, we studied the impact of 5′-UTR sequences on protein levels in yeast, by constructing a large-scale library of mutants that differ only in the 10 bp preceding the translational start site of a fluorescent reporter. Using a high-throughput sequencing strategy, we obtained highly accurate measurements of protein abundance for over 2,000 unique sequence variants. The resulting pool spanned an approximately sevenfold range of protein levels, demonstrating the powerful consequences of sequence manipulations of even 1-10 nucleotides immediately upstream of the start codon. We devised computational models that predicted over 70% of the measured expression variability in held-out sequence variants. Notably, a combined model of the most prominent features successfully explained protein abundance in an additional, independently constructed library, whose nucleotide composition differed greatly from the library used to parameterize the model. Our analysis reveals the dominant contribution of the start codon context at positions −3 to −1, mRNA secondary structure, and out-of-frame upstream AUGs (uAUGs) to phenotypic diversity, thereby advancing our understanding of how protein levels are modulated by 5′-UTR sequences, and paving the way toward predictably tuning protein expression through manipulations of 5′-UTRs.post-transcriptional regulation | computational prediction | AUG sequence context | mRNA folding | upstream start codons T he control of protein expression is a fundamental process of living cells. Much progress has recently been made in understanding how information encoded within DNA regulatory sequences is converted to yield a precise expression output (1-4). However, functional elements are also embedded within RNA sequences, such as 5′-untranslated regions (5′-UTRs). Accumulating evidence has revealed the importance of 5′-UTRs in shaping eukaryotic protein expression (5-12). Such 5′-UTR sequences encode a variety of cis-regulatory elements, including a 5′-cap structure (13), a translation initiation motif (14-16), upstream AUGs (uAUGs) and upstream ORFs (17, 18), internal ribosome entry sites (19), terminal oligo-pyrimidine tracts (20), secondary structures (21), and G-quadruplexes (22). Many of these elements were shown to control protein levels by altering the efficiency of translation (7-9, 11), whereas some elements affect translation and in addition, transcription (15) or mRNA degradation (23). Despite much progress, significant challenges remain in deciphering the rules by which multiple elements combine to fine-tune protein expression, as well as in quantifying the degree of expression variation that may be jointly explained by known and novel regulatory elements.Traditionally, the impact of 5′-UTR elements on protein abundance is determined experimentally by comparing a perturbed 5′-UTR sequence with an appropriate control (16,(23)(2...