Cyclin D1, a G 1 /S cell cycle-regulating oncogene, is known to be transcriptionally regulated by numerous growth factors. We cloned and characterized the rat cyclin D1 gene 5-flanking region and, by species-and subspecies-matched transient transfection studies, found that a basic promoter structure with a cAMP response element and two continuous Sp1-binding sites was crucial for the steady-state expression of the cyclin D1 gene. Furthermore, the methylation status especially around two continuous Sp1-binding sites was found to be an important epigenetical mechanism determining the steady-state expression level in rat leukemic cell lines K4D, K4DT, and K4D16. Whether or not epigenetic control of the cyclin D1 gene existed among normal rat tissues was further examined by high sensitivity mapping of the methylated cytosine. In normal rat tissues, the methylated cytosines at non-CpG loci within two continuous Sp1-binding sites were observed in uterine stromal cells of the basal layer and found to be demethylated in the functioning layer, possibly by a passive demethylation mechanism through cell division. Since in the passive demethylation process Sp1-binding sites remain methylated in a part of the cell population, methylated cytosines at Sp1-binding sites may be essential for keeping a number of the stromal cells in the basal layer live against estrogen-induced proliferation that leads to either apoptosis or compaction.Among cyclins, expression of the D types cyclins is the earliest event in G 1 phase that leads to cell division (1-3). Cyclin D1, first isolated from murine bone marrow macrophages as one of the early responsive genes after the stimulation of colony stimulating factor 1 (M-colony stimulating factor) (4), together with cyclin-dependent kinase (cdk)-4 and -6, regulates the G 1 /S cell cycle through inactivation of the retinoblastoma protein by phosphorylation (1, 5-7). Besides colony stimulating factor-1, cyclin D1 is known to be transcriptionally up-regulated by numerous growth factors like the nerve growth factor in PC12 cells (8), estrogen, and gestergen in endometrial cells (9) and the epidermal growth factor in prostate cancer cells (10). To investigate the transcription regulating mechanism of cyclins, promoter structures of the cyclins have been studied (11-16). The basic promoter structure of the 5Ј-regulatory region of the cyclin D1 gene has been demonstrated as a TATA-less promoter with a CRE 1 and two continuous Sp1-binding sites through which most of the growth factors exert their cell proliferative stimuli (8,(11)(12)(13). Promoter structures of the cyclin D2 and D3 genes are also TATA-less with a number of Sp1-, AP1-, and AP2-binding sites (14), indicating that these three D-type cyclins share similar cell cycle-dependent regulating mechanisms with complex mutuality.On the other hand, aberrant methylation of CpG loci within 5Ј-regulatory regions play a principal role in the tissue-specific expression of genes by affecting the interactions of DNA with chromatin proteins and transcription...