The proopiomelanocortin (POMC) gene is highly expressed in adult mouse pituitary anterior lobe corticotrophs and intermediate lobe melanotrophs. To identify the DNA elements important for this tissue-specific expression, we analyzed a series of POMC reporter genes in transgenic mice. A DNA fragment containing rat POMC 5'-flanking sequences from -323 to -34 recapitulated both basal pituitary cell-specific and hormonally stimulated expression in adult mice when fused to a heterologous thymidine kinase promoter. Developmental onset of the reporter gene expression lagged by 1 day but otherwise closely paralleled the normal ontogeny of murine POMC gene expression, including corticotroph activation at embryonic day 14.5 (E14.5) followed by melanotroph activation at E15.5 to E16.5. AtT20 corticotroph nuclear protein extracts interacted with three specific regions of the functional POMC promoter in DNase I protection assays. The positions of these protected sites were -107 to -160 (site 1), -182 to -218 (site 2), and -249 to -281 (site 3). Individual deletions of these footprinted sites did not alter transgene expression; however, the simultaneous deletion of sites 2 and 3 prevented transgene expression in both corticotrophs and melanotrophs. Electrophoretic mobility shift and Southwestern (DNA-protein) assays demonstrated that multiple AtT20 nuclear proteins bound to these footprinted sites. We conclude that the sequences between -323 and -34 of the rat POMC gene promoter are both necessary and sufficient for correct spatial, temporal, and hormonally regulated expression in the pituitary gland. Our data suggest that the three footprinted sites within the promoter are functionally interchangeable and act in combination with promoter elements between -114 and -34. The inability of any reporter gene construction to dissociate basal and hormonally stimulated expression suggests that these DNA elements are involved in both of these two characteristics of POMC gene expression in vivo.Eukaryotic gene regulation is dependent on the specific arrangement of unique DNA enhancer and promoter elements and DNA-protein and protein-protein interactions. The high-affinity binding of specific transcriptional factors to DNA regulatory elements is an essential step in the activation or repression of gene expression in a temporal or cell-specific pattern and in response to extracellular signals. The mammalian pituitary gland, which develops from progenitor cells of Rathke's pouch (37) and expresses mainly five distinct cellular phenotypes (33, 42), has proved to be a particularly useful experimental model for the molecular analysis of the enhancers and factors contributing to the regulation of gene expression for growth hormone (3,18,26), prolactin (31), and thyroid-stimulating hormone gene expression (9, 38). Studies on growth hormone gene expression led to the finding of homeodomain protein Pit-1/growth hormone factor 1 (GHF-1), which is an essential transcriptional factor for the growth hormone and prolactin genes (3,4,18) and, in addit...