Crystallins are a diverse group of abundant soluble proteins that are responsible for the refractive properties of the transparent eye lens. We showed previously that Pax-6 can activate the ␣B-crystallin/small heat shock protein promoter via the lens-specific regulatory regions LSR1 (؊147/؊118) and LSR2 (؊78/؊46). Here we demonstrate that retinoic acid can induce the accumulation of ␣B-crystallin in N/N1003A lens cells and that retinoic acid receptor heterodimers (retinoic acid receptor/retinoid X receptor; RAR/RXR) can transactivate LSR1 and LSR2 in cotransfection experiments. DNase I footprinting experiments demonstrated that purified RAR/RXR heterodimers will occupy sequences resembling retinoic acid response elements within LSR1 and LSR2. Electrophoretic mobility shift assays using antibodies indicated that LSR1 and LSR2 can interact with endogenous RAR/RXR complexes in extracts of cultured lens cells. Pax-6 and RAR/RXR together had an additive effect on the activation of ␣B-promoter in the transfected lens cells. Thus, the ␣B-crystallin gene is activated by Pax-6 and retinoic acid receptors, making these transcription factors examples of proteins that have critical roles in early development as well as in the expression of proteins characterizing terminal differentiation.The refractive properties of the transparent eye lens depend on a diverse group of globular proteins called crystallins that comprise approximately 90% of the water-soluble proteins of this tissue (1, 2). Despite their specialized function in the lens, crystallins are surprisingly diverse and may differ among species. Moreover, crystallins often play more than one biological role, a situation called gene sharing (3), with many being related or identical to metabolic enzymes or stress proteins (4 -6). These multifunctional crystallins are expressed very highly in the lens and to a lesser extent in other tissues, where they have nonrefractive roles.The molecular basis for the specialized expression of crystallin genes has been investigated for some time (7). While no one cis-control element or transcription factor is solely responsible for the high lens expression of the crystallin genes, Pax-6 (8 -11) and retinoic acid (RA) 1 (12-14) appear to have prominent roles. This is consistent with the critical use of these transcription factors for eye and lens development (15-28).We have been studying mouse ␣B-crystallin, a conserved small heat shock protein (29, 30) that is constitutively expressed highly in the lens and more moderately in many other tissues (31, 32). ␣B-crystallin is also induced by stress (33) and overexpressed in numerous diseases (34, 35). The differential constitutive expression of the murine ␣B-crystallin gene is developmentally and transcriptionally controlled (32, 36, 37). Transgenic mouse experiments have established that the sequences downstream of Ϫ164 are sufficient to direct lens-specific gene expression (38). This 5Ј-flanking sequence contains two lens-specific regulatory regions called LSR1 (Ϫ147/Ϫ118) and LSR2 (Ϫ78/...