The expression of CD5 increases progressively as thymocytes mature. We have shown that CD5 expression is controlled by a tissue-specific regulatory promoter located upstream of the CD5 translation start sites. Deletion of this regulatory promoter, which contains three potential transcription factor binding sites (CCAAT, E2, and ets) reduces the promoter activity to basal level. Of these sites, only ets proved essential for CD5 expression in T cell lines. Here, we introduce a role for the E47 transcription factor and the CD5 promoter E2 site in regulating CD5 expression during thymocyte development. Using T cell lines, we show that (i) mutation of the E2 site in the CD5 regulatory promoter results in a significant elevation of CD5 promoter activity; (ii) the E47 transcription factor binds to the E2 site; and (iii) overexpression of E47 inhibits CD5 expression. We then show, in high-dimensional fluorescence-activated cell sorting studies with primary thymocytes at successive developmental stages, that (i) intracellular E47 levels decrease as surface CD5 expression increases; (ii) E47 expression is down-regulated and CD5 expression is correspondingly upregulated in DN3 thymocytes in RAG-2-deficient mice injected with anti-CD3 to mimic pre-T cell receptor stimulation; and (iii) E47 expression is down-regulated and CD5 expression is up-regulated when double positive thymocytes are stimulated in vitro with anti-CD3. Based on these data, we propose that E47 negatively regulates CD5 expression by interacting with the E2 site in the CD5 regulatory promoter and that decreases in E47 in response to developmental signals are critical to the progressive increase in CD5 expression as thymocytes mature.C D5 (Ly-1) encodes a 67-kDa transmembrane glycoprotein and is expressed at a characteristic level on developmentally and functionally distinct lymphocyte populations both in human and mouse. CD5 is expressed at relatively high levels on all T lineage cells, at low levels on B-1a cells, and is below detectable levels on B-2 cells (1-3). Importantly for studies presented here, CD5 is expressed on thymocytes and increases progressively as thymocytes mature from the double negative (DN) to the double positive (DP) stage and beyond (4).In the thymus, CD5 expression has been shown to be upregulated in response to pre-T cell receptor (TCR) engagement during  selection at the DN stage. It is further up-regulated in response to TCR engagement during positive͞negative selection at the DP stage. These changes in surface CD5 expression reflect the functional roles demonstrated for CD5, which participates in the fine tuning of the TCR repertoire by negatively regulating TCR signaling during thymocyte development and similarly participates in regulating TCR in mature lymphocytes (5-8). Thus, the regulatory mechanisms that control CD5 expression are key to lymphocyte development and function.In studies comparing surface CD5 expression levels with CD5 mRNA levels, we have shown that surface CD5 correlates very closely with CD5 mRNA across a 3...