The murine B29 (Ig) promoter is B cell specific and contains essential SP1, ETS, OCT, and Ikaros motifs. Flanking 5 DNA sequences inhibit B29 promoter activity, suggesting this region contains silencer elements. Two adjacent 5 DNA segments repress transcription by the murine B29 promoter in a position-and orientationindependent manner, analogous to known silencers. Both these 5 segments also inhibit transcription by several heterologous promoters in B cells, including mb-1, c-fos, and human B29. These 5 segments also inhibit transcription by the c-fos promoter in T cells suggesting they are not B cell-specific elements. DNase I footprint analyses show an approximately 70-bp protected region overlapping the boundary between the two negative regulatory DNA segments and corresponding to binding sites for at least two different DNA-binding proteins. Within this footprint, two unrelated 30-bp cis-acting DNA motifs (designated TOAD and FROG) function as positionand orientation-independent silencers when located directly 5 of the murine B29 promoter. These two silencer motifs act cooperatively to restrict the transcriptional activity of the B29 promoter. Neither of these motifs resembles any known silencers. Mutagenesis of the TOAD and FROG motifs in their respective 5 DNA segments eliminates the silencing activity of these upstream regions, indicating these two motifs as the principal B29 silencer elements within these regions.The B29 gene is strictly B cell-specific and expressed at all stages of B cell differentiation (1). The B29 gene product, also called Ig, is disulfide-linked to the mb-1 gene product Ig␣ and this heterodimeric complex is associated with all Ig isotypes to form the B cell-receptor complex (2-5). The B29-mb-1 heterodimer plays a central and critical role in B cell development. Specific events in B cell development that are controlled by B29-mb-1 heterodimers include allelic exclusion (6, 7) and the pre-B cell transition marked by cell surface translocation of IgM (3,4,6,8). Signal transduction through cross-linked IgM is also controlled by B29-mb-1 heterodimers (for review, see ref. 9). In addition, B29 knock-out mice (i.e., Ig Ϫ/Ϫ ) produce pro-B cells that fail to progress beyond the DJ H stage of rearrangement, suggesting B29 is essential for VDJ H recombination resulting in functional chain production (10).We have previously identified and characterized the B29 minimal promoter to resolve the features controlling its B cell specificity (11). The B29 promoter is a TATA-less promoter containing essential cis-acting OCT, ETS, SP1, and Ikaros motifs (11). A similar spectrum of motifs is present in the promoters of other TATA-less genes expressed in lymphocytes including ETS-1 (12), bcl-2 (13), mb-1 (14), TdT (15), VpreB (16), 5 (17), CD19 (18), and pp52 (19). The strict B cell specificity of the B29 minimal promoter is determined by the combinatorial activities of this cassette of different transcription factors (11,20).The current study focuses on the B29 regulatory region 5Ј of the mu...