An 18-bp enhancer controls cell-specific expression of the calcitonin/calcitonin gene-related peptide gene. The enhancer is bound by a heterodimer of the bHLH-Zip protein USF-1 and -2 and a cell-specific factor from thyroid C cell lines. In this report we have identified the cell-specific factor as the forkhead protein Foxa2 (previously HNF-3). Binding of Foxa2 to the 18-bp enhancer was demonstrated using electrophoretic mobility shift assays. The cell-specific DNA-protein complex was selectively competed by a series of Foxa2 DNA binding sites, and the addition of Foxa2 antiserum supershifted the complex. Likewise, a complex similar to that seen with extracts from thyroid C cell lines was generated using an extract from heterologous cells expressing recombinant The calcitonin/calcitonin gene-related peptide (CT 1 /CGRP) gene expresses the hormone CT in thyroid C cells and the neuropeptide CGRP in neurons. CT is a therapeutically useful modulator of bone metabolism and calcium homeostasis (1), but it may also play additional roles based on the recent unexpected finding of increased bone mass in CT/CGRP and CT receptor knock-out mice (2-4). CGRP is an alternative splicing product from the CT/CGRP gene (5) that is now appreciated to be a member of a gene family of multifunctional neuropeptides that act on related receptors (6 -8). Most notably, CGRP is the most potent peptide dilator known (9, 10), and abnormal levels of CGRP have been implicated in neurovascular and cardiovascular disorders (7,(11)(12)(13). Importantly, CGRP antagonists have recently been reported to be an effective treatment for migraine (14).Regulation of CGRP expression in response to extracellular stimuli is controlled exclusively at the transcriptional level. Studies on both the human and rat CT/CGRP gene have identified a cell-specific enhancer containing helix-loop-helix (HLH) motifs ϳ1 kb upstream of the transcription start site (15-19). We have shown that an 18-bp element with a single HLH site and a flanking octamer-like motif is both sufficient and necessary for cell-specific enhancer activity (18, 19). Using nuclear extracts prepared from the neuronal-like CA77 thyroid C cell line, bHLH-Zip proteins USF-1 and -2 were shown to bind the enhancer in vitro (19). Although Oct1 can bind the A/T-rich half of the flanking site, Oct1 cannot transactivate the enhancer (18). Instead, a cell-specific protein referred to as OB2 was shown to bind an adjacent 8-bp site that partially overlaps the HLH site (19). OB2 was identified as an ϳ68-kDa protein by UV-cross-linking and is present in human and rat thyroid C cell lines but not in cell lines that do not express the CT/CGRP gene (19).In this study have shown that OB2 is the forkhead protein Foxa2, formerly called HNF-3. We demonstrate that Foxa2 is able to bind and activate the CT/CGRP enhancer in heterologous cells. Importantly, this transactivation requires the adjacent HLH site and is increased upon co-expression of USF. The combinatorial role of Foxa2 and USF was further demonstrated by short...