Insulin-like growth factor-binding protein-5 (IGFBP-5)is produced by osteoblasts and potentiates insulin-like growth factor mitogenic stimulation in osteoblast cell cultures. Progesterone (PG) increased IGFBP-5 expression in normal human osteoblasts and increased IGFBP-5 transcription in U2 human osteosarcoma cells. We developed a chloramphenicol acetyltransferase reporter construct containing the human IGFBP-5 proximal promoter sequence, which includes TATA and CAAT boxes, and five putative PG response element half-sites. 10 ؊8 M PG increased promoter activity of this construct in U2 cells co-transfected with a PG receptor isoform A (PR A ) expression vector. Analysis of 5 deletion constructs indicates that PG transactivation of IGFBP-5 promoter activity does not require the PG response element half-sites but does require the region ؊162 to ؊124 containing two tandem CACCC box sequences. Mutation of the proximal CACCC box at ؊139 eliminated PG transactivation. Gel shift assays using a ؊162 to ؊124 DNA fragment, U2 cell nuclear extracts, and purified PR A protein indicate that nuclear factors bind to a CACCC sequence at ؊139 and that PR A alters the pattern of transcription factor interaction with the CACCC sequence. Using a luciferase reporter construct containing base pairs ؊252 to ؉24 of the IGFBP-5 promoter, we found that both PR A and PR B isoforms mediated PG stimulation of promoter activity. These results suggest that PG may stimulate IGFBP-5 gene transcription via a novel mechanism involving PR and CACCC-binding factors.Insulin-like growth factor-binding protein-5 (IGFBP-5) 1 belongs to a family of six structurally related proteins that are unrelated to the IGF receptors and that bind IGF-I and IGF-II with high affinity (1-3). IGFBPs modulate the mitogenic and metabolic activities of the IGFs in vitro, suggesting an important role in IGF physiology in vivo. Of the various IGFBPs, IGFBP-5 is unique in that it stimulates IGF-induced osteoblastic cell proliferation when added simultaneously with IGF I or II to serumfree osteoblast-like cell cultures (4 -7). Recent evidence suggests that IGFBP-5 may stimulate cell proliferation by an IGF-independent mechanism involving IGFBP-5 specific cell surface binding sites (7,8). In addition, IGFBP-5 binds with high affinity to hydroxyapatite and to various extracellular matrix proteins, properties that are consistent with a role for this binding protein in fixing IGFs to extracellular matrices including mineralized bone (7, 9, 10). IGFBP-5 may be a more potent enhancer of IGF activities when bound to extracellular matrix than in solution (10). Coding sequences and 5Ј-flanking regions of IGFBP-5 genes are highly conserved in human, rat, and mouse (4, 5, 11-13), and the mouse and human 5Ј-flanking regions have been found to impart basal promoter activity to reporter gene constructs in several cell types, including osteoblasts (12-16).IGFBP-5 is expressed by a number of cell types including fibroblasts, myoblasts, and osteoblasts, and production of IG-FBP-5 is regulated ...