). The interactions of nuclear proteins with a particular segment of the CC10 promoter which extends from 79 to 128 bp upstream of the CC10 transcription initiation site (CC10 region I) have now been studied. This sequence can stimulate both in vitro transcription in H441 nuclear extract and transient expression of reporter constructs in H441 cells. Electrophoretic mobility shift assays using extracts from H441, HeLa, rat liver, and fetal sheep lung cells were used to demonstrate that members of the AP-1, octamer, and HNF-3 families bind to CC10 region I. Transcription factors from H441 cells which are capable of binding to CC1O region I are either absent in HeLa, rat liver, and fetal sheep lung extracts or enriched in H441 extracts relative to extracts from non-Clara cells.Lung tissues contain mRNA for transcription factors previously identified in other organs, including hepatocyte nuclear factor 11 (HNF-1,B), HNF-3a and -1, and C/EBPa, -1, and -8, which are known to be enriched in hepatic and adipose tissues (2,3,17,28,31,46 (39).In this study, in vitro transcription and transient transfection assays were used to functionally characterize regulatory properties of promoter proximal sequences of the rat CC10 gene. Electrophoretic mobility shift assays (EMSAs) utilizing H441, HeLa, rat liver, and fetal sheep lung (FSL) nuclear extracts demonstrated that members of the AP-1, HNF-3, and octamer families are capable of interacting with CC10 region I in these extracts. However, the same members of each factor family did not bind in each extract. In particular, the combination of factors that bound region I in H441 cells did not bind in the non-Clara cells. These data suggest that the cell-specific transcription of the rat CC10 gene in Clara cells could result from the interactions of a specific combination of transcription factors from the AP-1, octamer, and HNF-3 families within region I.