The immunoglobulin M heavy-chain locus contains two poly(A) sites which are alternatively expressed during B-cell differentiation. Despite its promoter proximal location, the secretory poly(A) site is not expressed in undifferentiated cells. Crucial to the activation of the secretory poly(A) site during B-cell differentiation are changes in the binding of cleavage stimulatory factor 64K to GU-rich elements downstream of the poly(A) site. What regulates this change is not understood. The secretory poly(A) site contains two downstream GU-rich regions separated by a 29-nucleotide sequence. Both GU-rich regions are necessary for binding of the specific cleavage-polyadenylation complex. We demonstrate here that U1A binds two (AUGCN 1-3 C) motifs within the 29-nucleotide sequence and inhibits the binding of cleavage stimulatory factor 64K and cleavage at the secretory poly(A) site.The immunoglobulin M (IgM) heavy-chain pre-mRNA () is alternatively processed into mRNAs encoding a membrane receptor or secreted antibody during differentiation (4) (Fig. 1). It is the classic model for an important pattern of alternative processing which involves competition between splicing and cleavage-polyadenylation, and it includes a number of important receptors involved in growth and differentiation (for a review, see reference 6). In undifferentiated cells, exons encoding a membrane tail are spliced on and the mRNA is cleaved at a downstream, membrane poly(A) site, resulting in mRNA encoding the heavy chain of the membrane receptor. When cells differentiate into Ig-secreting cells, an upstream, secretory poly(A) site is activated within the intron involved in the splicing of the membrane exons. This results in the secretory form of mRNA which encodes the heavy chain of a secreted antibody. The secretory form of -mRNA is expressed in differentiated cells by a combination of increased cleavage at the secretory poly(A) site and increased stability of the secretory mRNA itself (1,3,10,12).3Ј end cleavage in metazoans takes place on the recognition of a bipartite poly(A) signal consisting of a consensus AAUAAA and a less-defined GU-rich sequence, upstream and downstream of the cleavage site, respectively, by components of the cleavage-polyadenylation complex. These consist of the multimeric cleavage polyadenylation specificity factor (CPSF) and cleavage stimulatory factor (CstF), of which the 64-kDa component (CstF64K) recognizes the GU-rich region, as well as cleavage factors I and II and poly(A) polymerase (reviewed in reference 31). After cleavage, the RNA is specifically polyadenylated by poly(A) polymerase tethered to the RNA via the 160-kDa component of CPSF, bound by the AAUAAA sequence (16).