Expression of the mouse cardiac actin gene depends on a distal enhancer (؊7 kbp) which has been shown, in transgenic mice, to direct expression to embryonic skeletal muscle. The presence of this distal sequence is also associated with reproducible expression of cardiac actin transgenes. In differentiated skeletal muscle cells, activity of the enhancer is driven by an E box, binding MyoD family members, and by a 3 AT-rich sequence which is in the location of a DNase I-hypersensitive site. This sequence does not bind MEF2 proteins, or other known muscle transcription factors, directly. Oct1 and Emb, a class VI POU domain protein, bind to consensus sites on the DNA, and it is the binding of Emb which is important for activity. Emb binds as a major complex with MEF2D and the histone transacetylase p300. The form of Emb present in this complex and as a major form in muscle cell extracts is longer (80 kDa) than that previously described. These results demonstrate the importance of this novel complex in the transcriptional regulation of the cardiac actin gene and suggest a potential role in chromatin remodeling associated with muscle gene activation.Cardiac actin is a major actin isoform not only in the heart but also in developing skeletal muscle (37). Like other genes transcribed specifically in striated muscle, regulation of the cardiac actin gene depends not only on a proximal promoter but also on enhancer sequences, which target distinct sites of expression. DNase I-hypersensitive site analysis with cells of the C2 skeletal muscle cell line led to the identification of two such sequences at Ϫ7 and Ϫ5 kbp upstream of the mouse cardiac actin gene (2). In both cases, a DNA fragment of several hundred kilobases around the site was shown to act as an enhancer in differentiated muscle cells. In transgenic mice (3), the proximal promoter can direct reporter gene expression to cardiac and skeletal muscle in the embryo, but transgenic lines tend to show weak or undetectable expression and the adult heart is negative. In contrast, when an upstream genomic sequence which includes both hypersensitive sites is present, high-level, reproducible expression, which resembles that of the endogenous gene, is shown by all transgenic lines analyzed. Transgenic lines with Ϫ5 kbp of upstream sequence show expression in embryonic striated muscle and in adult cardiac muscle, but only in about 50% of lines. The Ϫ7-kbp enhancer alone, with the proximal promoter, directs reliable transgene expression to embryonic skeletal muscle, suggesting that this sequence acts in vivo as a skeletal muscle enhancer and that its presence facilitates transcription of the transgene at different DNA insertion sites. Displacement of this region of DNA, due to a 5Ј duplication of the endogenous cardiac actin gene, perturbs its transcription in both skeletal and cardiac muscle of BALB/c mice, which have abnormally low levels of cardiac actin (18,19). Molecular analysis of the C2 muscle cell line showed that activity depends critically on one of several E boxes, ...