Cells of the human embryonal carcinoma line NEC14 proliferate as densely packed clusters consisting of small, polygonal stem cells and do not express a detectable level of fibronectin (FN). Upon induction of differentiation by treatment with N,N-hexamethylene bisacetamide (HMBA), the level of FN mRNA increased steeply within 24 h and FN began to be accumulated, along with the organization of actin filaments in the cells. The FN promoter elements required for the activation were analyzed in reference to a cluster of GC boxes by using the chloramphenicol acetyltransferase (CAT) gene fused to 5 sequential-deletion derivatives of the promoter and promoters carrying base substitutions in the GC boxes. Among four GC boxes, GC boxes 2 and 3 had the greatest effect on promoter activation, and base substitutions in these GC boxes resulted in 80% reduction in promoter activity. The pattern of DNA-protein complex formation with these GC boxes changed drastically after induction of differentiation. The extract prepared from undifferentiated NEC14 cells formed fast-migrating complexes (UnD complexes), while the extract prepared from NEC14 cells treated with HMBA for 24 h formed slow-migrating complexes containing Sp1. Both complexes were formed predominantly with GC box 2. Base substitutions within the GC boxes completely abolished the formation of both UnD and Sp1 complexes. Consistent with these changes, the Sp1 level increased steeply within 24 h. Induction of Sp1 expression in NEC14 cells effectively stimulated the promoter activity of the transfected FN promoter-CAT constructs. These results indicate that activation of the FN promoter in differentiating NEC14 cells occurs by the steep induction of Sp1, which prevents an undifferentiated cell factor from binding to the Sp1 sites.Fibronectin (FN) is a family of large glycoproteins of the extracellular matrix and has multiple domains with specific binding sites for other matrix macromolecules, such as fibrin, glycosaminoglycans, and collagen, and for its receptor, the ␣51-type integrin on the cell surface (24). FN binds to its receptor as a dimer of similar subunits of about 250 kDa (23,24). The cytoplasmic domain of the receptor interacts with actin filaments via several adhesion proteins, connecting the extracellular matrix to actin filaments at the receptor site called focal contacts or adhesion plaques (3,4,23,25,44). FN thus plays an important role in organizing the extracellular matrix and enabling cells to attach to it. Through these functions, FN regulates cell adhesion, migration, growth, wound healing, and tumor metastasis (12,23).Expression levels of FN in cells vary markedly depending on the environment and cellular capacity for proliferation. Cells transformed by various oncogenes usually express very low levels of FN (14,17,29), while senescent cells inevitably express high levels of FN, ceasing their proliferation (18,35,39). We previously showed that the level of FN gene expression in the rat derivative cell line 3Y1 transformed by adenovirus E1A and E1B g...