The proximal promoter of the rat carbamyl phosphate synthetase-encoding gene ( CPS) contains at least six potential cis-acting regulatory elements (sites I-VI), as judged by DNase I footprint analysis using rat liver nuclear extracts; all six regions bind proteins with DNA recognition properties similar to those of CAAT and enhancer-binding protein α (C/EBPα) [Lagacé et al., Gene 118 (1992) 231-238]. In contrast, nuclear extracts from kidney, brain and spleen contain proteins that recognize CPS promoter sites II, V and VI, but not sites I, III and IV. Mutation of the octameric sequence (5'-GTTGCAAC) within site II, which is a recognition element for C/EBPα, abolished binding of nuclear proteins to site II oligodeoxyribonucleotides (oligos) in all tissues. As well, the site II mutation reduced the level of in vitro transcription from the CPS promoter by about 50% in liver and spleen nuclear extracts, but had a negligible effect in brain and kidney extracts. The fact that promoter activity was observed in extracts of tissues that do not express the endogenous CPS gene (i.e., brain, kidney and spleen) indicates that these tissues, nevertheless, contain factors with the potential to activate transcription through a limited number of CPS promoter elements. Tissue-specific regulation, therefore, must involve steps to prevent these factors from acting on the endogenous CPS promoter in situ.