OCI-5/Glypican 3, a member of the glypican family of proteoglycans, is the defective gene in the SimpsonGolabi-Behmel overgrowth syndrome. OCI-5 expression is developmentally regulated in the intestinal epithelium, and the mechanism of its regulation was studied in the rat intestinal epithelial cell line IEC-18. A large induction of OCI-5 transcript and protein was observed at high cell density. Among other glypican family members, k-glypican also exhibited a con¯uence-dependent induction in select cell types. Nuclear run-on analysis indicated that cell-density regulation of OCI-5 occurs at the level of transcription. The rat and mouse OCI-5 promoters were cloned and found to be highly conserved, located within CpG islands and contain regions of alternating purine and pyrimidine residues. No TATA-box or recognizable INR element was observed. Consensus binding sites for AP-2, SP-1, zeste and NF-1/CTF are conserved across human, mouse and rat promoters. 5' deletion mapping of the rat promoter identi®ed regions which enhance and repress promoter activity, with no apparent con¯uence-dependence or tissue-speci®city. Nuclear run-on analysis probing dierent regions of the gene suggests that elongation control plays a role in the induction of OCI-5 by con¯uence.