Cell cycle-regulated transcription of the R2 gene of mouse ribonucleotide reductase was earlier shown to be controlled at the level of elongation by an S phase-specific release from a transcriptional block. However, the R2 promoter is activated very early when quiescent cells start to proliferate, and this activation is dependent on three upstream sequences located nucleotide ؊672 to nucleotide ؊527 from the transcription start. In this study, we use R2-luciferase reporter gene constructs and gel shift assays to demonstrate that, in addition to the upstream sequences, a proximal CCAAT element specifically binding the transcription factor NF-Y is required for continuous activity of the R2 promoter through the S phase. When the CCAAT element is deleted or mutated, promoter activity induced by the upstream elements decays before cells enter S phase, and the transcriptional block is released. This is a clear example of how changing of a proximal sequence element can alter not only the quantitative but also the qualitative response to upstream transcription activation domains.Ribonucleotide reductase (EC 1.17.4.1) is a key enzyme in DNA precursor synthesis reducing all four ribonucleotides to the corresponding deoxyribonucleotides (1, 2). Mouse ribonucleotide reductase is a heterodimer composed of the two homodimeric subunits, proteins R1 and R2, each inactive alone. Enzyme activity is cell cycle regulated with low or undetectable levels in G 0 /G 1 and maximal activity in the S phase of the cell cycle (3).The mouse R1 and R2 mRNA expression is S phase specific with very low or undetectable levels in G 0 /G 1 cells, a pronounced increase as cells progress into S phase, and a decline when cells progress into G 2 ϩ M (4). Reporter gene constructs show that the R2 promoter is activated almost immediately after quiescent G 0 /G 1 synchronized cells are released by serum readdition. Promoter activity then increases steadily, reaching its maximum at around 12 h after serum readdition (5). From the early promoter activation, the R2 gene could be classified as an immediate early response gene. However, in vitro studies demonstrated that this early activation only results in the synthesis of immature short R2 mRNA transcripts due to a G 1 -specific transcriptional block located in the first intron of the R2 gene (5). This block is not released until cells reach S phase when full-length transcripts are synthesized. Reporter gene constructs containing the R2 promoter-1st exon/1st intron indicate that the transcriptional block is active also in vivo, and S phase-specific protein binding was identified to a DNA region just upstream from the block. The mouse R2 promoter contains a TTTAAA motif at position nt 2 Ϫ24 and a CCAAT motif at position nt Ϫ75 upstream from the transcription start (6). DNase I footprinting analyses revealed four DNA-protein binding regions within the R2 promoter. The region most proximal to the transcription start (nt Ϫ93 to Ϫ56) includes the CCAAT box and is called ␣. The other three DNA-protein binding re...