The CCAAT-binding activator NF-Y is formed by three evolutionary conserved subunits, two of which contain putative histone-like domains. We investigated NF-Y binding to all CCAAT boxes of globin promoters in direct binding, competition, and supershift electrophoretic mobility shift assay; we found that the ␣, , and proximal ␥ CCAAT boxes of human and the prosimian Galago bind avidly, and distal ␥ CCAAT boxes have intermediate affinity, whereas the ⑀ and  sequences bind NF-Y very poorly. We developed an efficient in vitro transcription system from erythroid K562 cells and established that both the distal and the proximal CCAAT boxes are important for optimal ␥-globin promoter activity. Surprisingly, NF-Y binding to a mutated distal CCAAT box (a C to T at position ؊114) is remarkably increased upon occupancy of the high affinity proximal element, located 27 base pairs away. Shortening the distance between the two CCAAT boxes progressively prevents simultaneous The CCAAT box is a widespread regulatory sequence found in promoters and enhancers of several genes (1), whose functional importance has been well established in different systems (2-12). NF-Y (also termed CBF) has an almost absolute requirement for these five nucleotides and a strong preference for additional flanking sequences (13,14). Based on supershift experiments with anti-NF-Y antibodies, on competition analysis with the original Ea Y box oligo, 1 or on the heteromeric nature of the DNA-binding complex, NF-Y has been identified as the CCAAT box activator in over 100 promoters (7-11, 14, 15). The CCAAT consensus derived statistically by Bucher (1) (RRCCAAT(C/G)(A/G)) fits well with the optimal NF-Y-binding site.NF-Y is a ubiquitous heteromeric protein composed of three subunits, NF-YA, NF-YB, and NF-YC, all necessary for DNA binding (16,17). The cloning of NF-Y genes from several species including yeast, maize, lamprey, and sea urchin, evidenced highly conserved domains (16 -22). The NF-YA homology domain can be divided into subunit association and DNA-contacting subdomains (20). The N-terminal contains a hydrophobic and Gln-rich activation surface (18). The NF-YC gene has been recently cloned and is specular with respect to NF-YA, since the homology domain is at the N terminus, whereas the Cterminal 180 amino acids are rich in glutamines and hydrophobic residues. NF-YB and NF-YC tightly interact with each other, and their association is a prerequisite for NF-YA binding and sequence-specific DNA interactions (16,22). Both the NF-YB-and NF-YC-conserved domains contain putative histone fold motifs. This motif, common to all core histones, is responsible for the formation of the histone octamer (24) and is composed of three ␣-helices, separated by short loops/strand regions, enabling histones to dimerize with companion subunits (24,25). Recent experiments on the yeast HAP3 (26), NF-YB/ CBF-A (27), and NF-YC/CBF-C (28) indicate that this 65 amino acid long motif is necessary for subunit interactions and DNA binding. NF-Y has additional interesting featur...