1,3-Galactosyltransferase 3Gal-T5 is highly expressed in the colons of humans and certain primates due to a retroviral long terminal repeat (LTR) acting as a strong promoter. Because this promoter is inactive in other human tissues or mice, we attempted to understand how adoption of a retrotransposon allowed the gene to acquire tissue-specific expression. We identified three novel 5 -UTRs of 3Gal-T5 mRNA, types A, B, and C, and found widespread expression of the type A transcript at much lower levels than the LTR transcript, the expression of which is restricted to organs of the gastrointestinal tract. Expression of the type C 5 -UTR transcript was mostly restricted to the ileum, where it was expressed at high levels. We cloned the 5 -flanking regions of both types A and B 5 -UTRs, found deletion constructs functionally active as promoters, and identified CCAAT-binding factor (CBF) and hepatocyte nuclear factor 1 (HNF-1) as the principal nuclear factors controlling the promoters of types A and B 5 -UTR transcripts, respectively. The CCAAT-binding factor binding site and the entire downstream sequence driving the expression of type A transcripts in humans are structurally and functionally conserved in mice, where they constitute a unique 3Gal-T5 promoter that appears to be the ancestral promoter of the gene. The HNF-1 binding motif of the second human promoter is identical to the HNF-1/Cdx binding motif of the LTR promoter but is in the antisense orientation, resulting in much lower binding affinity and promoter strength. These data may explain the successful insertion of the transposon during evolution.1,3-Galactosyltransferase 5 (3Gal-T5) 3 is a late-acting glycosyltransferase responsible for the synthesis of type 1 chain carbohydrates, including Lewis antigens, in human epithelial cells (1, 2). 3Gal-T5 is highly expressed in human colon mucosa, down-regulated in colon cancers (3), and large amounts of its reaction products are found in the bile and small intestine (4, 5). In some colon cancer cells, the first exon (exon 1) in the 5Ј-UTR of the 3Gal-T5 transcript is under the control of a promoter located ϳ150 bp upstream and regulated primarily by the transcription factors HNF-1 and Cdx (6). Interestingly, the entire exon 1, as well as the HNF-1/Cdx binding motif, belongs to a retroviral long terminal repeat (LTR) sequence that is the dominant promoter for the 3Gal-T5 gene in the colon but is inactive in other tissues where 3Gal-T5 is expressed (7).Transposable elements within eukaryotic genomes from plants (8) to mammals (9) greatly affect gene expression both at the protein (10) and regulatory sequence (11) levels. The most common transposable elements in the human genome are of retroviral origin (retroelements). Retroelements often directly donate transcriptional regulatory signals that may be either excluded from some genes or taken up by others. The former group probably includes highly conserved genes with basic functions, whereas the latter likely includes gene classes that have recently expan...