Cyclin-dependent kinase 5 (cdk5)/p35 kinase activity is highest in post-mitotic neurons of the central nervous system and is critical for development and function of the brain. The neuronal specific activity of the cdk5/p35 kinase is achieved through the regulated expression of p35 mRNA. We have identified a small 200-bp fragment of the p35 promoter that is sufficient for high levels of neuronal specific expression. Mutational analysis of this TATA-less promoter has identified a 17-bp GC-rich element, present twice, that is both required for promoter activity and sufficient for neuronal specific transcription. A GC box within the 17-bp element is critical for both promoter activity and protein-DNA complex formation. The related transcription factors Sp1, Sp3, and Sp4 constitute most of the GC box DNA binding activity in neurons. We have found that both the relative contribution of the Sp family proteins to GC box binding and the transcriptional activity of these proteins is regulated during neuronal differentiation. Thus, our data show that the GC box-binding Sp proteins contribute to the regulation of p35 expression in neurons, suggesting changes in the Sp transcription factors level and activity may contribute to cell type-specific expression of many genes in the central nervous system.The DNA elements and transcription factors regulating the spatial and temporal expression of genes in the central nervous system are critical for its development and function. Cyclin-dependent kinase 5 (cdk5) 1 has kinase activity that is primarily detected in the brain, although cdk5 itself has a broader distribution (1, 2). The neuronal specificity of cdk5 kinase activity is achieved through its association with an obligate regulatory partner, either p35 (3-5) or p39 (6, 7), whose expression patterns are spatially and temporally regulated (8 -13). p35 expression is predominant in the brain (4, 5) and is highest in post-mitotic neurons of the central nervous system, with expression peaking in actively migrating cells in the developing cerebral cortex (11, 13). The p35 protein has a short half-life (14), and during embryogenesis there is a direct correlation between p35 mRNA levels and cdk5 kinase activity (11, 13), suggesting that regulation of p35 mRNA levels is the major determinant controlling cdk5 activity during development.The proper regulation of cdk5 kinase activity is essential for development and maintenance of the central nervous system. A gene disruption of either cdk5 or p35 leads to an abnormal development of the brain, and the cdk5 disruption is lethal (15, 16). The most striking brain abnormality resulting from disruption of the p35 gene is a severe cortical lamination defect characterized by the reversed packing order of cortical neurons, suggesting that the cdk5/p35 kinase is important for neuronal migration. Dominant negative cdk5 mutants as well as antisense p35 have been found to inhibit neurite outgrowth, supporting a role for cdk5/p35 kinase in this process during neuronal differentiation (17-19). Identif...