Cold stress in rodents increases the expression of UCP1 and PGC-1␣ in brown and white adipose tissue. We have previously reported that C/EBP specifically binds to the CRE on the proximal Pgc-1␣ promoter and increases forskolin-sensitive Pgc-1␣ and Ucp1 expression in white 3T3-L1 preadipocytes. Here we show that in mice exposed to a cold environment for 24 h, Pgc-1␣, Ucp1, and C/ebp but not C/ebp␣ or C/ebp␦ expression were increased in BAT. Conversely, expression of the C/EBP dominant negative Chop10 was increased in WAT but not BAT during cold exposure. Reacclimatization of cold-exposed mice to a warm environment for 24 h completely reversed these changes in gene expression. In HIB-1B, brown preadipocytes, forskolin increased expression of Pgc-1␣, Ucp1, and C/ebp early in differentiation and inhibited Chop10 expression. Employing chromatin immunoprecipitation, we demonstrate that C/EBP, CREB, ATF-2, and CHOP10 are bound to the Pgc-1␣ proximal CRE, but CHOP10 does not bind in HIB-1B cell lysates. Forskolin stimulation and C/EBP overexpression in 3T3-L1 cells increased C/EBP and CREB but displaced ATF-2 and CHOP10 binding to the Pgc-1␣ proximal CRE. Overexpression of ATF-2 and CHOP10 in 3T3-L1 cells decreased Pgc-1␣ transcription. Knockdown of Chop10 in 3T3-L1 cells using siRNA increased Pgc-1␣ transcription, whereas siRNA against C/ebp in HIB-1B cells decreased Pgc-1␣ and Ucp1 expression. We conclude that the increased cAMP stimulation of Pgc-1␣ expression is regulated by the combinatorial effect of transcription factors acting at the CRE on the proximal Pgc-1␣ promoter.